/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/070129.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 29, 2007, Vol. 11, No. 24 Headlines 99 CENT: Case Summary & 20 Largest Unsecured Creditors 710 Romero: Voluntary Chapter 11 Case Summary ACE SECURITIES: Fitch Holds Low-B Ratings on Four Class Certs. ADELPHIA COMMS: Court Okays Stipulation Resolving FPL Note Claims ADELPHIA COMMS: Court OKs Stipulation Resolving U.S. Bank's Claims AMERICAN CABINETRY: Case Summary & 26 Largest Unsecured Creditors ARK #1: Case Summary & 20 Largest Unsecured Creditors ASSOCIATES GROUP: Case Summary & Four Largest Unsecured Creditors BALDOR ELECTRIC: Moody's Holds B3 Rating on $550 Million Sr. Notes BASIC ENERGY: Moody's Rates Amended & Upsized Facility at Ba1 BDO SEIDMAN: Gets Sued by Banco Espirito for $170 Million BOCA CIEGA: Voluntary Chapter 11 Case Summary BURLINGTON COAT: Poor Performance Prompts S&P's Negative Outlook CALPINE CORP: Harbinger Submits $100 Million Alternative Offer CANAL CAPITAL: Todman & Company Raises Going Concern Doubt CAPITAL AUTO: Fitch Upgrades Rating on Series 2006-1 Class D Notes CEP HOLDING: Has Until April 18 to Make Lease Related Decisions CHARTWELL SENIORS: Board Restructures Senior Management Team CHASEFLEX TRUST: Fitch Puts Low-B Ratings on $4.27 Million Certs. COOPER COS: Discloses Proposed $1 Billion Refinancing COPELANDS' ENTERPRISES: Selects Glenn Burdette as Accountants CORPORATE CONNECTION: Case Summary & 20 Largest Unsec. Creditors DELPHI CORP: Court Lifts Stay Letting Cadence Pursue Patent Suit DELPHI CORP: Two Panels Want to File Discovery Motion Under Seal DELPHI CORP: Tower Automotive Wants Stay Lifted to Commence Suit DIANE OZAROWSKI: Case Summary and Four Largest Unsecured Creditors DOV PHARMA: May File for Bankruptcy if Restructuring Fails DURA AUTOMOTIVE: Judge Carey Approves Deloitte & Touche as Auditor DURA AUTOMOTIVE: Judge Carey Approves Deloitte as Tax Advisor DURA AUTOMOTIVE: Gets Court Ok to Assume Lear Settlement Agreement DURA AUTOMOTIVE: Section 341(a) Meeting Will Resume Wednesday ECHOSTAR COMMS: Fitch Holds Convertible Subor. Notes' Rating at B EDDIE BAUER: Defers Special Stockholders Meeting to February 8 ENTERGY NEW: Panel Says Documents Are Not Entitled to Protection FIRST HORIZON: Fitch Holds Low-B Ratings on 8 Class Certificates FLINTKOTE COMPANY: Wants Court to Extend Exclusive Periods FLINTKOTE CO: Wants Until April 27 to Decide on Headquarters Lease FORD MOTOR: Exec Bonuses May Hamper Cost-Cutting Deal with Union FREMONT GENERAL: Fitch Revises Outlook to Negative from Stable G.M. CROCETTI: Case Summary & Three Largest Unsecured Creditors GALAXY MINERALS: Case Summary & List of Known Creditors GAP INC: Company Not for Sale, Interim CEO Fisher Tells Employees GENERAL MOTORS: GMAC's Mortgage Exposure May Hit GM, Analysts Say GENERAL MOTORS: Plans to Sell Allison Transmission to Cut Costs GLOBAL HOME: Judge Gross Extends Exclusivity Period to April 5 GLOBAL HOME: Taps Johnson Associates as Compensation Advisor GLOBAL HOME: Wants Until July 15 to Remove State Court Civil Suits GLOBAL TEL*LINK: Moody's Affirms Corporate Family Rating at B1 GREENPARK RUNKLE: Case Summary & Largest Unsecured Creditor HAROLD LISONBEE: Case Summary & 10 Largest Unsecured Creditors HC CARRIBEAN: Must File Plan and Disclosure Statement by March 15 HEADWATERS INC: Completes Sale of 2.5% Convertible Senior Notes INDIAN CREEK: Chapter 7 Trustee Hires Luce Forward as Counsel LA SPECIALTY: Voluntary Chapter 11 Case Summary LBUBS: Fitch Affirms Rating on $5 Mil. Class N Certificates at BB- LEHMAN XS: Moody's Assigns B2 Ratings on Class A-4 Notes LIBERTY TAX: December 15 Balance Sheet Upside-Down by $28.6 Mil. LIFECARE HOLDINGS: Moody's Junks Rating on $150 Mil. Senior Notes MAVERICK MATERIALS: Voluntary Chapter 11 Case Summary MERRILL LYNCH: Fitch Holds Low-B Ratings on 7 Class Certificates MIRANT CORP: Mirant Lovett Wants More Time to File Plan MOSAIC COMPANY: Potential Earnings Loss Cues Fitch's Neg. Watch MS 1997-XL1: Fitch Holds Junk Ratings on Class G & H Certificates NASDAQ STOCK: Offer Price Hinders Takeover Talks with LSE NEWCASTLE CDO: Fitch Holds Rating on $16 Mil. Class V Notes at BB NEWPARK RESOURCES: SEC Filing Prompts Moody's Stable Outlook NICHOLAS-APPLEGATE: Moody's Junks Rating on $10 Mil. Class D Notes NORTEL NETWORKS: Ontario Court Approves $2.5 Billion Settlement OCA INC: Court Confirms Plan of Reorganization OPIMIAN GROUP: Voluntary Chapter 11 Case Summary PAMELA STOCKFISH: Case Summary & Four Largest Unsecured Creditors PROPEX INC: Inks Second Amendment to Credit Agreement QUIGLEY CO: Wants Pfizer DIP Financing Extended Until August 13 QUIGLEY CO: Asks Court to Move Removal of Actions Period to Aug. 1 SCOTT WILLIAMS: Case Summary & 20 Largest Unsecured Creditors SCOTTISH RE: Rejects Brandes Investment's Proposal SIGNAL PROCESSING: Receives Nasdaq Common Stock Delisting Notice SIL CLEAN: Case Summary & 20 Largest Unsecured Creditors SILICON VALLEY: Fitch Rates $8.9 Million Series 2007D Bonds at B SMART WORLD: Court Confirms Panel's Chapter 11 Plan of Liquidation SOLUTIA INC: Seeks May 7 Deadline to File Notices of Removal SOLUTIA INC: Balks at Panel's Intervention in Calpine Arbitration TERRA CAPITAL: Fitch Rates Proposed Senior Unsecured Notes at B+ TERRA CAPITAL: S&P Rates Proposed $330 Million Senior Notes at BB- TERRA INDUSTRIES: S&P Lifts Corp. Credit Rating to BB- from B+ TIMKEN CO: To Invest $60 Million on Steel Rolling Mill Operations TOWER AUTOMOTIVE: Wants Stay Lifted in Delphi's Case to Start Suit TOWER RECORDS: Committee Hires Keen Realty as Real Estate Advisor TRAINER WORTHAM: Moody's Junks Rating on $10 Mil. Class A-3L Notes U.S. DRY: Inks Merger Agreement with Cleaners Club U.S. DRY: Sells 15.7 Units to 11 Accredited Investors UGS CORP: Siemens Deal May Prompt Moody's Ratings Withdrawal UGS CORP: Siemens Deal Cues S&P's Positive CreditWatch UNIVERSITY HEIGHTS: Wants Plan-Filing Period Extended to July 11 USA COMMERCIAL: Court Confirms Amended Joint Chapter 11 Plan VIA VENETO: Voluntary Chapter 11 Case Summary VISKASE COS: S&P Holds CCC Credit Rating and Removes Neg. Watch WILLIAM SIGMAN: Case Summary & 20 Largest Unsecured Creditors WINTHROP HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors * Cohen & Grigsby Hires Lisa Hofbauer as Estates Group Associate * MorrisAnderson Promotes Larry Hennessy to Principal * Litigation Solution Launches New Legal Notification Services * BOND PRICING: For the week of January 22 - January 26, 2006 ********* 99 CENT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: 99 Cent Stuff, Inc. 1801 Clint Moore Road Suite 205 Boca Raton, FL 33487 Bankruptcy Case No.: 07-10474 Type of Business: The Debtor is a single-priced value retailer of primarily name-brand, consumable merchandise. Chapter 11 Petition Date: January 24, 2007 Court: Southern District of Florida (West Palm Beach) Judge: Steven H. Friedman Debtor's Counsel: Robert C Furr, Esq. Furr & Cohen 2255 Glades Road #337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 Total Assets: $5,701,735 Total Debts: $29,064,838 Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Bank of America NA $4,900,000 CCS Private Bank M01-800-08-11 414 Union Street Nashville, TN 37219 Blue Ribbon Commodity Traders Inc. $2,427,275 1300 Virginia Drive #145 Fort Washington, PA 19034 Bunzl South Florida $92,880 P.Oo Box 402337 Atlanta, GA 30384 Regent Products $80,040 Digiview Productions/Idb Factors $66,354 J M Dist. $61,950 Sey Culhan Refrigeration & A/C Serv $61,215 Sun Hing Foods, Inc. $60,854 King Zak Industries, Inc. $58,413 Hangzhou Sunrise Imp. & Exp. Co., Ltd $53,786 Magic Creation $53,527 Flowers Baking Co. of Miami $53,118 Jean Philippe Frag, H.C. $51,445 La Fe Food $48,301 Purity Foods $47,478 Deals 4 Less $43,641 CH Robinson Worldwide, Inc. $42,739 Genmert $42,517 Rokeach Foods $41,608 Allied International $41,018 710 Romero: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 710 Romero LLC 201 Mesa Lane Santa Barbara, CA 93109 Bankruptcy Case No.: 07-10093 Chapter 11 Petition Date: January 24, 2007 Court: Central District Of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: Robert E Hurlbett, Esq. Steven Pinsker, Esq. Pinsker & Hurlbett 1316 Anacapa Street Santa Barbara, CA 93101 Tel: (805) 963-9111 Total Assets: $4,000,000 Total Debts: $3,996,000 The Debtor does not have any unsecured creditors who are not insiders. ACE SECURITIES: Fitch Holds Low-B Ratings on Four Class Certs. -------------------------------------------------------------- Fitch has taken rating actions on these classes of Ace Securities Corporation issues: Series 2002-HE3: -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA+; -- Class M-2 downgraded to 'BBB' from 'A' and removed from Rating Watch Negative; -- Class M-3 downgraded to 'B' from 'BB'. Series 2004-HE1 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class M-3 affirmed at 'A-'; -- Class M-4 affirmed at 'BBB'; -- Class M-5 downgraded to 'B+' from 'BB'; -- Class M-6 downgraded to 'B' from 'BB-'. Series 2005-HE2 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA+'; -- Class M-2 affirmed at 'AA'; -- Class M-3 affirmed at 'AA-'; -- Class M-4 affirmed at 'A+'; -- Class M-5 affirmed at 'A+'; -- Class M-6 affirmed at 'A'; -- Class M-7 affirmed at 'A-'; -- Class M-8 affirmed at 'BBB+; -- Class M-9 affirmed at 'BBB'; -- Class M-10 affirmed at 'BBB-'; -- Class B-1 affirmed at 'BB+'; -- Class B-2 rated 'BB', placed on Rating Watch Negative. Series 2005-HE3 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA+'; -- Class M-2 affirmed at 'AA'; -- Class M-3 affirmed at 'AA-'; -- Class M-4 affirmed at 'A+'; -- Class M-5 affirmed at 'A'; -- Class M-6 affirmed at 'A-'; -- Class M-7 affirmed at 'BBB+; -- Class M-8 affirmed at 'BBB'; -- Class M-9 affirmed at 'BBB-'; -- Class B-1 affirmed at 'BB+'; -- Class B-2 rated 'BB', placed on Rating Watch Negative. Series 2005-HE6 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA+'; -- Class M-2 affirmed at 'AA'; -- Class M-3 affirmed at 'AA-'; -- Class M-4 affirmed at 'AA-'; -- Class M-5 affirmed at 'A+'; -- Class M-6 affirmed at 'A'; -- Class M-7 affirmed at 'A-'; -- Class M-8 affirmed at 'BBB+'; -- Class M-9 affirmed at 'BBB'; -- Class M-10 affirmed at 'BBB-'; -- Class M-11 affirmed at 'BB+'; -- Class B-1 affirmed at 'BB'. Series 2005-RM2 -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA+'; -- Class M-2 affirmed at 'AA+'; -- Class M-3 affirmed at 'AA'; -- Class M-4 affirmed at 'AA-'; -- Class M-5 affirmed at 'A+'; -- Class M-6 affirmed at 'A'; -- Class M-7 affirmed at 'A-; -- Class M-8 affirmed at 'A-'; -- Class M-9 affirmed at 'BBB+'; -- Class M-10 affirmed at 'BBB'; -- Class M-11 affirmed at 'BBB-'; -- Class B-1, rated 'BB', placed on Rating Watch Negative. The mortgage pool consists of conventional, first and second lien, adjustable- and fixed-rate residential mortgages. The mortgage loans were acquired by various originators, including Fremont Investment & Loan and Ameriquest Mortgage Company. A majority of the loans are serviced by Ocwen Loan Servicing LLC, rated 'RPS2' by Fitch. The affirmations reflect an adequate relationship between credit enhancement and expected loss and affect approximately $2.57 billion in outstanding certificates. The downgrades of classes M-2 and M-3 of series 2002-HE3 and classes M-5 and M-6 of series 2004-HE1 affect approximately $29.80 million of the outstanding certificates. Select classes from 2005 vintage transactions, with the exception of series 2005-HE6, are placed on Rating Watch Negative, affecting approximately $27 million of the outstanding certificates. The negative rating actions reflect continued deterioration in the relationship between CE and future loss expectations. The transactions affected by the downgrades are generally experiencing monthly losses that exceed the available excess spread, resulting in substantial deterioration of overcollateralization and preventing the OC from maintaining its target amount. As of the December 2006 distribution, the OC for series 2002-HE3 has declined six months in a row and its OC amount of $1.95 million or 2.77% of the current collateral balance is below the target amount of $3.49 million or 4.95% of the current collateral balance. The OC for series 2004-HE1 has been depleted but class B of amount $6.98 million is currently providing CE for class M-6. Three classes from the 2005 vintage transactions were placed on Rating Watch Negative due to early trends in the relationship between serious delinquency and CE. These transactions have delinquency figures above the industry average. In addition, they are generally experiencing monthly losses which have exceeded the available XS and have prevented the OC from maintaining their target amounts. For 2005-HE2, the amount of loans in Foreclosure and REO at 21 months seasoning as a percentage of the current pool balance is 7.03%. The subordination of the B-2 class is 1.01%. The XS available to cover losses as an annualized percentage of the current pool balance is approximately 1.07%. The OC has declined four out of the last five months and its OC amount of $5.88 million or 1.01% of the current collateral balance is below the target amount of $7.32 million or 1.26% of the current collateral balance. For 2005-HE3, the amount of loans in Foreclosure and REO at 20 months seasoning as a percentage of the current pool balance is 7.32%. The subordination of the B-2 class is 1.97%. The XS available to cover losses as an annualized percentage of the current pool balance is approximately 0.96%. The OC has declined three out of the last five months and its OC amount of $3.89 million or 0.63% of the current collateral balance is below the target amount of $5.45 million or 0.89% of the current collateral balance. For 2005-RM2, the amount of loans in Foreclosure and REO at 19 months seasoning as a percentage of the current pool balance is 6.40%. The subordination of the B-1 class is 4.15%. The XS available to cover losses as an annualized percentage of the current pool balance is approximately 1.06%. The OC has declined five months in a row and its OC amount of $5.35 million or 1.92% of the current collateral balance is below the target amount of $6.51 million or 2.33% of the current collateral balance. The pools are seasoned from a range of 48 to 15 months. The transactions have pool factors ranging from 10% to 69%. Fitch will closely monitor the relationship between XS and monthly losses for those transactions in the upcoming months. If the losses continue to exceed XS, the ratings will be reassessed. ADELPHIA COMMS: Court Okays Stipulation Resolving FPL Note Claims ----------------------------------------------------------------- The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York approved a stipulation between Adelphia Communications Corp. and its debtor-affiliates and the noteholders of Fort Myers Acquisition L.P., concerning 10 proofs of claim arising from a $108,000,000 term note issued on Oct. 1, 1999 by Fort Myers. In accordance with the Bar Date Order dated Oct. 24, 2003, West Boca Security Inc. filed these 10 proofs of claim. Ft. Myers is an indirect, wholly owned subsidiary of Olympus Communications, L.P. Olympus pledged certain collateral to secure Ft. Myers' obligations under the Note. The ACOM Debtors' First Modified Fifth Amended Chapter 11 Plan classifies the Note as Claim Class SD 7 -- FPL Note Claims. The FPL Note was assigned to West Boca and subsequently transferred to Lehman Commercial Paper, Inc. On May 17, 2005, the ACOM Debtors sought to disallow nine of the FPL Note Claims on the grounds that they were duplicative. On June 21, 2005, the Court disallowed Claim Nos. 16069, 16072, 16077, 16076, and 16111. The hearing to the ACOM Debtors' objection to Claim Nos. 16078, 16070, 16071, and 16112 was adjourned to a date to be determined. Pursuant to the Plan, as confirmed, the FPL Note Claims will be allowed for $127,435,663, in aggregate, comprising: (a) $108,000,000 initial principal; and (b) $19,435,663 represents additional amounts accrued through the Petition Date. In the Court-approved Stipulation, the ACOM Debtors and the Ft. Myers noteholders agree that: (1) Claim No. 16068 will: * be allowed for $127,435,663, in aggregate; * be deemed to have been filed against both Ft. Myers and Olympus; and * otherwise receive the treatment provided for the FPL Note Claim in the Plan. (2) upon the occurrence of the Effective Date of the Plan, Claim Nos. 16078, 16070, 16071, and 16112 will be disallowed and expunged; and (3) the Stipulation will have no force or effect if the Effective Date of the Plan does not occur. About Adelphia Comms Based in Coudersport, Pa., Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable television company. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, Internet access and other advanced services over its broadband networks. The Company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the Debtors in their restructuring efforts. PricewaterhouseCoopers serves as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas Manged Entities, are entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision, LLC. The RME Debtors filed for chapter 11 protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642). Their cases are jointly administered under Adelphia Communications and its debtor-affiliates chapter 11 cases. (Adelphia Bankruptcy News, Issue No. 162; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). As reported in the Troubled Company Reporter on Jan. 9, 2007, the Honorable Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York has entered an order confirming the first modified fifth amended joint Chapter 11 plan of reorganization of Adelphia Communications Corporation and Certain Affiliated Debtors. ADELPHIA COMMS: Court OKs Stipulation Resolving U.S. Bank's Claims ------------------------------------------------------------------ The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York approved a stipulation between the U.S. Bank National Association, FrontierVision Holdings, L.P. and its affiliates, Arahova Communications, Inc., and Adelphia Communications Corp. and its debtor-affiliates relating to U.S. Bank's alleged tort claims. Under the Court-approved stipulation, U.S. Bank's claims will be deemed allowed pursuant to the ACOM Debtors' First Modified Fifth Amended Plan Chapter 11 Plan of Reorganization. U.S. Bank National Association is the indenture trustee under: (i) seven different series of notes issued by Arahova Communications, Inc., (ii) a series of notes issued by FrontierVision Holdings, L.P. and FrontierVision Holdings Capital Corporation, (iii) a series of notes issued by FrontierVision Holdings, L.P. and FrontierVision Holdings Capital II Corporation; and (iv) a series of notes issued by FrontierVision Operating Partners, L.P. and FrontierVision Capital Corporation. As the indenture trustee, U.S. Bank had filed proofs of claim, some of which are duplicative, against: (a) Arahova Communications, Inc., FrontierVision Holdings, L.P., FrontierVision Holdings Capital Corporation, FrontierVision Holdings Capital II Corporation, FrontierVision Operating Partners, L.P. and FrontierVision Capital Corporation, as issuers, for principal and interest, indenture trustee fees and expenses and indemnification owed under the Arahova Notes, the FrontierVision Holdco Notes, and the FrontierVision Opco Notes; and (b) multiple Debtors for, among other things, alleged wrongdoing by the Debtors under theories of veil-piercing, agency, alter ego, and various torts or other claims. Pursuant to the ACOM Debtors' Amended Plan, these claims will be deemed allowed in these principal amounts, and interest accrued through the Debtors' date of bankruptcy: Claims Principal Interest Total Amount ------ --------- -------- ------------ Arahova Notes $1,712,003,697 $31,513,889 $1,743,517,586 FrontierVision 200,000,000 4,277,778 204,277,778 Opco Notes FrontierVision 328,658,000 10,841,149 339,499,148 Holdco Notes The Plan also provides for the allowance of the Trustee Fee Claims and indemnification rights of U.S. Bank. The Plan provides that claims filed by an indenture trustee for tort or claims other than for principal, interest, fees and expenses against the issuers and guarantors of the respective debt securities under the indentures will be deemed disallowed. Pursuant to the Plan's provisions, the ACOM Debtors desire to clean up the claims register maintained in their Chapter 11 cases. In the Court-approved stipulation, the parties agree that: (a) these U.S. Bank Claims will be allowed pursuant to the Plan: A. Arahova Notes Claims Class (Class SD 6) Claim No. Claim Amount --------- ------------ 494900 $104,420,139 495000 369,994,768 495100 105,118,056 495200 257,520,833 495300 259,861,111 495600 229,593,750 495700 417,008,929 -------------- Total $1,743,517,586 ============== B. FrontierVision Holdco Notes Claims Class (Class SD 8) Claim No. Claim Amount --------- ------------ 494400 $94,216,596 494700 245,282,552 -------------- Total $339,499,148 ============== C. FrontierVision Opco Notes Claims Class (Class SD 9) Claim No. Claim Amount --------- ------------ 495400 $204,277,778 -------------- Total $204,277,778 ============== (b) 18 Claims filed by U.S. Bank are disallowed for being duplicative with respect to the allowed U.S. Bank Note Claims, including: Claim No. Claim Amount --------- ------------ 494500 $1,373,531,620 494600 207,978,431 494800 245,410,758 494300 94,279,450 (c) disallow U.S. Bank's more than 3,100 claims for tort or claims other than for principal, interest, fees and expenses against the issuers and guarantors of the respective debt securities under the Indentures; and (d) the Stipulation will not be effective until the Effective Date of the Plan and will be deemed null and void if: * the Effective Date does not occur; or * the Plan or the order confirming it is reversed or vacated, or is modified in a manner adverse to the treatment of the U.S. Bank Note Claims. About Adelphia Comms Based in Coudersport, Pa., Adelphia Communications Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable television company. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, Internet access and other advanced services over its broadband networks. The Company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the Debtors in their restructuring efforts. PricewaterhouseCoopers serves as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas Manged Entities, are entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision, LLC. The RME Debtors filed for chapter 11 protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642). Their cases are jointly administered under Adelphia Communications and its debtor-affiliates chapter 11 cases. (Adelphia Bankruptcy News, Issue No. 162; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). As reported in the Troubled Company Reporter on Jan. 9, 2007, the Honorable Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York has entered an order confirming the first modified fifth amended joint Chapter 11 plan of reorganization of Adelphia Communications Corporation and Certain Affiliated Debtors. AMERICAN CABINETRY: Case Summary & 26 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: American Cabinetry, Inc. 26 Brickyard Road Cranbury, NJ 08512 Bankruptcy Case No.: 07-11019 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Cranbury Company, Inc. 07-11016 Cranbury Equipment Co, Inc. 07-11018 Type of Business: The Debtor manufactures wood nonrefrigerated show & display cabinets. The Debtors previously filed for chapter 11 protection on May 16, 2001 (Bankr. D. N.J. Case Nos. 01-56027, 01-56030, and 01-56032). Chapter 11 Petition Date: January 24, 2007 Court: District of New Jersey (Trenton) Judge: Raymond T. Lyons Jr. Debtors' Counsel: Stephen E. Milazzo, Esq. The Law Offices of Stephen E. Milazzo, Esq. 44 Old Clove Road Sussex, NJ 07461 Tel: (201) 970-9607 Estimated Assets Estimated Debts ---------------- --------------- American Cabinetry, Inc. $1 Million to $1 Million to $100 Million $100 Million Cranbury Company, Inc. $1 Million to $1 Million to $100 Million $100 Million Cranbury Equipment Co, Inc. $1 Million to $1 Million to $100 Million $100 Million A. American Cabinetry, Inc.'s 26 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rex Lumber Company Trade debt $397,518 P.O. Box 1776 Englishtown, NJ 07726 PSE&G Trade debt $55,069 NEW 6253109550 P.O. Box 14106 New Brunswick, NJ 08906-4106 JCP&L Trade debt $19,810 P.O. Box 3687 Akron, OH 44309-3687 T.J. Wiggins Trade debt $10,669 Cifelli Disposal Inc. Trade debt $10,653 Roberts Plywood Co. Trade debt $10,200 American Door 7 Window, LLC Trade debt $7,707 Millhurst Trading Co. Inc. Trade debt $6,082 Joule Trade debt $5,870 Princeton-Somerset Group, Trade debt $5,570 Inc. Bay Ridge Lumber Laminators Trade debt $5,405 Supply Top Tech Trade debt $5,200 Precision Saw & Tool Corp. Trade debt $4,730 Industrial Abrasives Co. Trade debt $4,564 Bellstone Trade debt $4,243 Sand Stone Trade debt $3,942 Arizona Premium Finance Trade debt $3,929 Eurovinyl Pluss US LLC Trade debt $3,900 Wiener, Crowley & St. John Trade debt $3,774 Inc. Capitoline Products Trade debt $3,708 Keyston Abrasives Co. Trade debt $3,464 Atlantic Tool Systems, Inc. Trade debt $3,414 NJ Dept. of Environmental Statutory $2,000 Protection violation Verizon Trade debt $1,273 Cooperative Communications Trade debt $633 Inc. Ford Motor Credit Unknown B. Cranbury Company, Inc., and Cranbury Equipment Co, Inc., does not have any unsecured creditors who are not insiders. ARK #1: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------- Debtor: Ark #1, LLC 5440 Morehouse Drive, #4000 San Diego, CA 92121 Bankruptcy Case No.: 07-50058 Chapter 11 Petition Date: January 23, 2007 Court: District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: David B. Golubchik, Esq. David L. Neale, Esq. Ovsanna Takvoryan, Esq. Levene, Neale, Bender, Rankin & Brill 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 --- and --- Edmond Buddy Miller, Esq. 6490 South McCarran Boulevard, Building C Suite 26 Reno, NV 89509 Tel: (775) 828 9898 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Counsel of Co-owners Co-owner dues $2,201,472 Lakeshore Resort & Yacht Club c/o Stephen B. Niswanger, Esq. #5 Innwood Circle, Suite 110 Little Rock, AR 72211 Frederick L. Ludden & Class action $31,625 Patricia A. Ludden plaintiff c/o Jay Bequette, Esq. Bequette & Billingsley, P.A. 425 West Capitol Ave., #3200 Little Rock, AR 72201-3556 Jacob J. Schreuder & Class action $30,895 Cornelia A. Schreuder plaintiff c/o Jay Bequette, Esq. Bequette & Billingsley, P.A. 425 West Capitol Ave., #3200 Little Rock, AR 72201-3590 Stanley M. Compton & Class action $30,171 Carla G. Compton plaintiff c/o Jay Bequette, Esq. Bequette & Billingsley, P.A. 425 West Capitol Ave., #3200 Little Rock, AR 72201-3493 Friedman, Gerald L. & A.C. Class action $28,859 plaintiff Michael W. Barker & Class action $28,799 Sharon K. Barker plaintiff Kennith Buchanan & Class action $28,846 Mary Alice Buchanan plaintiff Larry Wallace & Class action $28,019 Maria Wallace plaintiff Jon Tappan Class action $27,968 plaintiff Booby Joe Wade & Class action $27,931 Mary Jo Wade plaintiff Daniel W. Hawkins, Jr. & Class action $27,874 Glenda W. Hawkins plaintiff Walter R. Oglesby, M.D. & Class action $27,544 Kelley Kyte Oglesby plaintiff Robert J. Pennington & Class action $26,405 Virginia M. Pennington plaintiff Robert A. Bahr & Class action $26,348 Deborah A. Bahr plaintiff W. John Gammage & Class action $26,345 Jan V. Gammage plaintiff B.R. (Pete) Kennemer & Class action $26,286 Mary E. Kennemer plaintiff Gary L. Howe & Class action $26,252 Sylvia B. Howe plaintiff John M. Gathings & Class action $25,825 Wanda G. Gathings plaintiff Eddie J. Nicholson Jr. & Class action $25,750 Sharon H. Nicholson plaintiff James C. Henry & Class action $25,486 Catherine W. Henry plaintiff ASSOCIATES GROUP: Case Summary & Four Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: The Associates Group Pioneer Pines Park 110 East Avenida Palizada, Suite 201A San Clemente, CA 92672 Bankruptcy Case No.: 07-10154 Type of Business: The Debtor is a public benefit non-profit corporation. Chapter 11 Petition Date: January 18, 2007 Court: Central District Of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: James C. Bastian, Jr., Esq. Richard A. Marshack, Esq. Shulman Hodges & Bastian LLP 26632 Towne Centre Drive, #300 Foothill Ranch, CA 92610-2808 Tel: (949) 340-3400 Fax: (949) 340-3000 Total Assets: $8,831,842 Total Debts: $8,879,256 Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Elynor R. Falk Marital Trust C Bond Holder $1,517,667 David Falk Trustee Accrued Interest 2150 Sunshine Circle North (12/26/2002 at Palm Springs, CA 92264 5.5%) US Bank NA Corporate Trust 2005 Trustee Fees $2,500 Services Attn: President or CFO 633 West Fifth Street 24th Floor Los Angeles, CA 90071 Dewey Pest Control Trade Creditor $83 Attn: President or CFO Account No. 763784 P.O. Box 7114 and 759022 Pasadena, CA 91109-7214 First Advantage Trade Creditor $37 Attn: President or CFO Account No. 70305 BALDOR ELECTRIC: Moody's Holds B3 Rating on $550 Million Sr. Notes ------------------------------------------------------------------ Moody's Investors Service has affirmed the B1 corporate family rating of Baldor Electric Company along with the Ba3 ratings for the proposed senior secured credit facilities and B3 ratings for the proposed $550 million senior unsecured notes following the company's disclosure that the company intends to eliminate a preferred stock issuance from its previously reported financing plans. The rating outlook is stable. These first-time ratings are subject to final documentation. Proceeds from the proposed debt offerings, together with proceeds from the issuances of common stock will be used to fund the $1.8 billion acquisition of the Power System businesses of Rockwell Automation, Inc., refinance existing debt and pay transaction fees. Initial financing plans included the use of $150 million preferred stock, which the rating agency treated as 100% equity. The revised plans eliminate the preferred stock offering and increase the term loan to $1.050 billion from $1 billion, use $25 million of borrowings under the revolving credit facility instead of remaining undrawn at close and the use of an additional $75 million of equity to fund the acquisition of the power system businesses. Depending on market conditions, the equity offering could be increased as much as $75 million. Any additional net proceeds would be first applied to borrowings under the revolver, then the term loan. The transaction is expected to be completed in the first quarter of 2007. Ratings affirmed with a stable outlook: -- B1 corporate family rating -- B1 probability of default rating, LGD4, 50% loss given default assessment -- Ba3, LGD3, 35% for the $1.05 billion senior secured term loan maturing in 2014 -- Ba3, LGD3, 35% for the $200 million senior secured revolving credit facility maturing in 2012 -- B3, LGD5, 87% for the $550 million senior unsecured notes -- SGL-1 speculative grade liquidity rating Ratings withdrawn as a result of this action: -- B3, LGD6, 98% for the $150 million mandatorily convertible preferred stock The initial B1 corporate family rating reflects the high levels of debt required to consummate the acquisition of the Power Systems businesses, modest free cash flow expected in 2007 and significant reliance on and susceptibility to downturns in the North American industrial sector. The ratings acknowledge Baldor's enhanced competitive position, particularly in the North American industrial electric motors market, strong brand recognition, reputation for quality products and strong operating margins. Further, the rating agency believes the Power System businesses fit nicely with the existing Baldor business resulting in a company capable of providing end to end solutions through the power conversion cycle. Despite the relative size of the transaction, Moody's believes integration risk will be low and that cost synergies will be modest in the next two years. Upward rating momentum will be dependent on the company's ability to generate strong cash flows and reduce the acquisition related debt. The stable outlook reflects Moody's view that the combined company will grow organically throughout the assimilation process over the 12 to 18 month period following the acquisition and that modest free cash flow generation will be used to de-leverage. The outlook incorporates an expectation that the global motor market will continue to expand and that the company will expand internationally as a result. The previous rating action for Baldor was the Jan. 9, 2007 assignment of its B1 corporate family ratings, Ba3 senior secured rating, B3 senior unsecured rating and the B3 preferred stock rating. Baldor Electric Company is a leading manufacturer of industrial electric motors, drives and generators. Baldor is headquartered in Fort Smith, Arkansas. Power Systems is a leading provider of Dodge power transmission products, including mounted bearings and enclosed gearing, and Reliance Electric industrial motors, including large AC and custom, variable speed and specialty, and small and medium AC motors. After this transaction, the motor business will represent 64% of sales, Dodge 28%, motion control and drives 7% and generators 2%. Pro forma revenue for 2006 will likely exceed $1.8 billion. BASIC ENERGY: Moody's Rates Amended & Upsized Facility at Ba1 ------------------------------------------------------------- Moody's assigned a Ba1 and LGD2, 19% rating to Basic Energy Services, Inc.'s amended and upsized secured revolving credit facility. Moody's also affirmed Basic's Ba3 corporate family rating and the Ba3 probability of default rating. The outlook is stable. Based on the LGD notching methodology and the increased size of the senior secured revolver in the pro forma capital structure, the senior note ratings remain B1 but the LGD assessment is changing from LGD4, 67% to LGD5, 74%. Moody's will withdraw the Baa3 rating rating on the existing secured credit facility upon closing of the new facility. The upsized revolver is rated Ba1 under the LGD methodology given the increased size and relative proportion of the capital structure and the expectation that Basic will utilize a portion of the facility. The first lien revolving credit facility is being upsized from $150 million to $225 million to help fund BAS' acquisition strategy but also to provide continued financial flexibility as the company pursues additional acquisition opportunities. BAS recently it has agreed to acquire JetStar for an estimated $120 million which will add approximately 35,000 horsepower of pressure pumping in Texas, Oklahoma, and Kansas, and follows BAS' strategy of gaining scale and diversification through acquisitions. It will be financed through a $43.5 million common stock issuance with the remaining proceeds coming from borrowings under the expanded revolver which is more of a debt mix than Moody's had anticipated. However, Moody's notes that the JetStar acquisition will be BAS's largest acquisition to date and Moody's will be closely monitoring how BAS will fund future acquisitions and whether it maintains its overall moderate credit profile, especially as there are signs that the oilfield services could see some softer market conditions ahead. Pro-forma for JetStar, BAS is expected to have approximately $77 million outstanding under its revolving credit facility. It does not appear that the company has any near-term debt reduction plans, and it seems that BAS intends to maintain a larger debt balance in the future. Nevertheless, debt to EBITDA, at 1.5x, is well within acceptable ranges for the current ratings. The Ba3 corporate family rating reflects Basic's improved scale and diversification of both its products and services as well as improved regional diversification through several acquisitions over the past three years, which combined with the strong market conditions has resulted in EBITDA tripling during that time. The ratings are also supported by more than 50% of the company's operating earnings coming from more durable and less price sensitive well-services segment which focuses on existing oil and gas production. Moreover, financial metrics including debt/EBITDA and EBIT/Interest are extremely robust as a result of the cyclical peak and currently compare favorably to its Ba3 rated oilfield services peer group. The Ba3 ratings also reflect the inherent volatility and cyclicality of the oilfield services business. Moody's expects that cash flows from BAS' drilling related business would be pressured if drilling activity declines due to lower price environment and result in significantly lower earnings and cashflows. In addition, the Ba3 reflects the company's still relatively small scale compared to the largest competitors, the company's concentration on the mature US market, and the integration and event risk given the company's still active roll-up strategy. The stable outlook reflects Moody's expectation for the company's financial metrics to remain in line with parameters for the Ba3 rating. More specifically, the outlook assumes that management will keep upcycle leverage from trending towards the 2.5x range considering the company's still comparatively smaller scale, Moody's current outlook for the sector, and the continued aggressive growth strategy. The outlook also assumes that management has not altered its acquisition funding strategy and that any additional large acquisitions will be financed with a more balanced mix of debt and equity than the JetStar acquisition. Positive ratings momentum would depend on the company increasing its size and diversification through a significant large acquisition that is largely equity funded and is viewed to enhance the company's scale and geographic diversification, especially if it tied more to the production side of services versus drilling. The outlook or ratings could be pressured if management alters its conservative financial policies and financial metrics significantly deteriorate including debt/EBITDA trending close to 2.5x in the upcycle or if the company executes large debt financed acquisitions or a debt financed dividend or stock buyback program. Basic Energy Services is headquartered in Midland, Texas. BDO SEIDMAN: Gets Sued by Banco Espirito for $170 Million --------------------------------------------------------- Banco Espirito Santo International has filed a $170 million civil lawsuit against BDO Seidman LLP in Miami-Dade Circuit Court for negligence and dishonesty, reports said. Banco Espirito alleges that BDO Seidman failed to detect fraud in the defunct E.S. Bankest LLC that ultimately led to Bankest's collapse. BDO Seidman has maintained that it was not negligent in its audits of E.S. Bankest and has counter sued Banco Espirito. Bankest was created in 1998 by the partnership of Banco Espirito and Bankest Capital Corp. as a factoring firm that buys at a discount accounts receivable of other companies. Banco Espirito said that it entered into partnership with Bankest Capital because BDO Seidman's audits from 1995 to 1996 showed high income, Steven Thomas, Esq., representing Banco Espirito told jurors this month in an opening statement, Curt Anderson of the Associated Press reported. Mr. Thomas added that BDO Seidman missed a red flag when it mailed 145 letters in one year to companies listed as owners of Bankest money, and it received no replies, Mr. Anderson further said. According to reports, Bankest management and Banco Espirito executives were the ones who provided false financial documents and fictitious invoices to accountants of BDO Seidman, Adam Cole, Esq., representing BDO Seidman countered. Mr. Cole told jurors that Banco Espirito was having financial problems in the 90s that led them to the Bankest partnership expecting an increase in income, Mr. Anderson added. Banco Espirito's lawsuit compared BDO Seidman's role in Bankest as that of defunct accounting firm Arthur Anderson's role in Enron's case. The Honorable Jose Rodriguez, however, prohibited any mention of Enron in the trial proper calling it prejudicial, Patrick Danner of Miami Herald reported. BDO Seidman said that a verdict against it could threaten its standing as the world's fifth-largest accounting firm and could mean loss of jobs to thousands of its accountants, auditors, and staff, Mr. Danner added. About Banco Espirito Santo Banco Espirito Santo was founded in Portugal in 1920. It expanded its operations to Brazil. About BDO Seidman LLP BDO Seidman LLP is a national professional services firm providing assurance, tax, financial advisory and consulting services to a wide range of publicly traded and privately held companies. Guided by core values of integrity, trust, professionalism, independence and service for almost 100 years, the firm has provided quality service and leadership through the active involvement of our most experienced and committed professionals. BDO Seidman serves clients through 34 offices and more than 300 independent alliance firm locations nationwide. As a Member Firm of BDO International, BDO Seidman LLP serves multi-national clients by leveraging a global network of resources comprised of 601 Member Firm offices in 105 countries. BDO International is a worldwide network of public accounting firms, called BDO Member Firms, serving international clients. Each BDO Member Firm is an independent legal entity in its own country. BOCA CIEGA: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Boca Ciega Corporation P.O. Box 86128 Madeira Beach, FL 33738 Bankruptcy Case No.: 07-00524 Type of Business: Chapter 11 Petition Date: January 23, 2007 Court: Middle District of Florida (Tampa) Judge: Catherine Peek McEwen Debtor's Counsel: Michael C Markham, Esq. Johnson Pope Bokor Ruppel & Burns LLP P.O. Box 1368 Clearwater, FL 33757 Tel: (727) 461-1818 Fax: (727) 443-6548 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its 20 Largest Unsecured Creditors. BURLINGTON COAT: Poor Performance Prompts S&P's Negative Outlook ---------------------------------------------------------------- Standard & Poor's Ratings Services changed the ratings outlook on Burlington Coat Factory to negative from stable. At the same time, Standard & Poor's affirmed the company's ratings, including the 'B' corporate credit rating and the bank loan ratings. "We believe Burlington Coat Factory's recent poor same-store sales performance will result in lower-than-expected margins, and credit measures that will not meet expectations," said Standard & Poor's credit analyst David Kuntz. Ratings for the Burlington, NJ-based Burlington Coat Factory reflect the company's participation in the highly competitive and economically vulnerable off-price apparel and home goods industry, substantial seasonality and exposure to macroeconomic trends, high leverage, and thin cash flow protection measures. Although BCF has a good history of operating results, sales have recently weakened due to warm weather. The late arrival of cold weather may continue to be a negative factor in the company's third quarter 2007. "With little time available before spring merchandise arrives, it will be difficult for BCF to make up the ground it lost over the past few months," added Mr. Kuntz. CALPINE CORP: Harbinger Submits $100 Million Alternative Offer -------------------------------------------------------------- Harbinger Capital Partners has submitted an offer to Ernst & Young Inc., in its capacity as the court-appointed monitor in the Canadian insolvency proceedings, for all of the Class B subordinated units of Calpine Power, L.P. and various management agreements among affiliates of each of Calpine Corporation and Calpine Power Income Fund. The offer, which is subject only to the receipt of all regulatory approvals and an order of the Court in acceptable form and definitive documentation, provides for HCP Acquisition Inc. to acquire all of the Class B Units (including all rights and entitlements accruing to the Class B Units in relation to claims by CLP) and the Management Agreements for an aggregate purchase price equal to the greater of: (a) $100 million; and (b) the Fund's proposed price plus $2 million. The offer is not conditional on HCP Acquisition's take-over bid for all the outstanding units of the Fund being successful. However, if the bid is successful and HCP acquires all of the units of the Fund, it will pay CCPL an additional $20 million and will enter into or otherwise affirm the Settlement Agreement proposed by the Fund, provided that HCP Acquisition is satisfied with its terms, acting reasonably. In this manner, to the extent the bid is successful, the Monitor will have materially increased the consideration received for these assets. Unlike the Fund's settlement agreement, Harbinger's offer in no way precludes the Monitor from soliciting or otherwise initiating or encouraging alternative offers or proposals that might bring greater value to CCPL in the insolvency proceedings. "We and various other creditors involved in the Calpine CCAA proceedings were discouraged that the Monitor would have entered into the settlement agreement without tendering these assets for auction," stated Howard Kagan, a managing director of Harbinger Capital Partners. "The Monitor knew or ought to have reasonably known that these assets were of interest to Harbinger and other parties." "The Fund's very recent and expedited efforts to acquire the Class B Units and settle matters with its manager appear to have been taken in response to our take-over bid," continued Mr. Kagan. "However, the Trustees' efforts to keep all details of their proposed deal confidential until after approved by the Court makes one question the motives of the Trustees. It is difficult to know whether this deal, once the details are made public to unitholders, would be such as to cause Harbinger to amend or withdraw its offer for the Trust." Harbinger's offer in relation to the Class B Units and Management Agreements is open for acceptance until 4:00 p.m. (Calgary time) on Feb. 16, 2007, unless accepted by the Monitor or extended or terminated in writing by Harbinger. About Calpine Power Income Fund Calpine Power Income Fund (Toronto Stock Exchange: CF.UN) -- http://www.calpinepif.com/-- is an unincorporated open-ended trust that invests in electrical power assets. The Fund indirectly owns interests in power generating facilities in British Columbia, Alberta and California. In addition, the Fund owns a participating loan interest in a power plant in Ontario and has made a loan to Calpine Canada Power Ltd. The Fund is managed by Calpine Canada Power Ltd., which is headquartered in Calgary, Alberta. The Fund has 61,742,288 Trust Units outstanding. About Calpine Corp. Headquartered in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company previously produced a portion of its fuel consumption requirements from its own natural gas reserves. However, in July 2005, the company sold substantially all of its remaining domestic oil and gas assets to Rosetta Resources Inc. The company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. CANAL CAPITAL: Todman & Company Raises Going Concern Doubt ---------------------------------------------------------- Todman & Co., in New York, expressed substantial doubt about Canal Capital Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Oct. 31, 2006, and 2005. The auditing firm cited that the company has suffered recurring losses from operations and is obligated to continue making substantial annual contributions to its defined benefit pension plan. Canal Capital reported a $322,424 net loss on $4.4 million of real estate revenues for the year ended Oct. 31, 2006, compared with $716,166 of net income on $6.5 million of real estate revenues for the year ended Oct. 31, 2005. The company's net loss of $322,424 is due primarily to the $1.1 million decrease in the gain on sale of real estate, while the company's fiscal 2005 net income was due primarily to a $2.5 million increase in sales of real estate which generated operating income of $1.3 million. Revenues in 2006 decreased by $2.1 million to $4.4 million as compared with 2005 revenues. The fiscal 2006 decrease in revenues is due primarily to the $2.2 million decrease in sales of real estate offset to a certain extent by the $200,000 increase in revenues from stockyard operations. At Oct. 31, 2006, the company's balance sheet showed $5.4 million in total assets, $3.7 million in total liabilities, and $1.7 million in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the year ended Oct. 31, 2006, are available for free at http://researcharchives.com/t/s?190c About Canal Capital Headquartered in Hauppauge, New York, Canal Capital Corporation (OTC: COWP) is engaged in two distinct businesses -- stockyard and real estate operations. Canal's real estate properties are located in Sioux City, Iowa, South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and Sioux Falls, South Dakota. The properties consist, for the most part, of a commercial office space, land and structures leased to third parties as well as vacant land available for development or resale. Canal also operates two central public stockyards located in St. Joseph, Missouri and Sioux Falls, South Dakota. CAPITAL AUTO: Fitch Upgrades Rating on Series 2006-1 Class D Notes ------------------------------------------------------------------ Fitch Ratings upgrades the outstanding classes B, C and D notes and affirms the class A notes of the Capital Auto Receivables Asset Trust 2006-1 asset-backed notes transaction: -- 2006-1 class A affirmed at 'AAA'; -- 2006-1 class B upgraded to 'AA' from 'A'; -- 2006-1 class C upgraded to 'A' from 'BBB'; and, -- 2006-1 class D upgraded to 'BBB' from 'BB'. The rating upgrade is a result of increased available credit enhancement. The collateral continues to perform within Fitch's expectations and, under the credit enhancement structure, the securities can now withstand stress scenarios consistent with the upgraded ratings and still make full payments to investors in accordance with the terms of the documents. As before, the ratings reflect the quality of General Motors Acceptance Corporation's retail auto loan originations, the strength of its servicing capabilities, and the sound financial and legal structure of the transaction, and the strength of the servicing provided by General Motors Acceptance Corporation. CEP HOLDING: Has Until April 18 to Make Lease Related Decisions --------------------------------------------------------------- The Hon. Marilyn Shea-Stonun of the U.S. Bankruptcy Court for the Northern District of Ohio extended, until April 18, 2007, the period within which CEP Holdings LLC and its debtor-affiliates can elect to assume or reject unexpired non-residential real property leases. The Debtor's explain to the Court that the unexpired leases remain in effect and have not expired according their respective terms. The Debtors point out that these unexpired leases are subject to assumption or rejection under Section 365 of the Bankruptcy Code. About CEP Holdings Based in Akron, Ohio, CEP Holdings, LLC, manufactured hard, molded rubber products and extruded plastic materials for companies in the automotive, construction, and the medical industries. The Company and two of its subsidiaries filed for chapter 11 protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No. 06-61796). McGuireWoods LLP represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated assets and debts between $10 million and $50 million. CHARTWELL SENIORS: Board Restructures Senior Management Team ------------------------------------------------------------ The Board of Trustees of Chartwell Seniors Housing Real Estate Investment Trust has re-defined specific roles for its senior management team to reflect the evolution of Chartwell's business, its significant growth, and the considerable opportunities being evaluated for future expansion. Effective immediately, Mr. Stephen Suske has been appointed Vice Chair and Co-Chief Executive Officer, and Mr. Robert Ezer has been appointed President and Co-Chief Executive Officer. Both executives will be responsible for the strategic direction of the REIT reporting directly to the Board of Trustees. In addition, Mr. Suske will be responsible for all on-going operations of the REIT, while Mr. Ezer will oversee all investment activities and the continued growth of the REIT. In addition, Mr. Cam Crawford has been appointed Chief Operating Officer responsible for the management of EBITDA and general and administrative expenses and will oversee all North American retirement communities, including operations, acquisitions, internal growth and mezzanine loan activities for the company and Mr. Richard Noonan has been appointed Chief Operating Officer, Canadian Retirement Communities. "The restructuring of our senior management team more clearly defines specific responsibilities to ensure that our growth is reflected in enhanced value for our Unitholders," Mr. Suske stated. "The North American seniors housing business remains highly fragmented, and with these changes we are confident our track record of accretive growth will continue," Mr. Ezer added. About Chartwell Seniors Chartwell Seniors Housing Real Estate Investment Trust (TSX:CSH.UN) -- http://www.chartwellreit.ca/-- is a growth- oriented investment trust owning and managing a complete spectrum of seniors communities. It is currently the largest participant in the Canadian seniors housing business with a growing presence in the United States. The company capitalizes on the strong demographic trends present in its markets to grow internally and through accretive acquisitions. The company also has an exclusive option to purchase stabilized communities from Spectrum Seniors Housing Development L.P., a growing seniors housing development company. Chartwell's Distribution Reinvestment Plan (DRIP) allows Unitholders to have their monthly cash distributions used to purchase Trust Units without incurring commission or brokerage fees, and receive bonus Units equal to 3% of their monthly cash distributions. * * * As reported in the Troubled Company Reporter on Oct. 26, 2006, Dominion Bond Rating Service confirmed the ratings of Chartwell Seniors Housing REIT at BB and STA-4 (high), following Chartwell's announcements of acquisition and investment activity totaling $850 million, or approximately $715 million reflecting Chartwell's share. CHASEFLEX TRUST: Fitch Puts Low-B Ratings on $4.27 Million Certs. ----------------------------------------------------------------- ChaseFlex Trust, series 2007-1, is rated by Fitch: -- $424,138,296 classes 1-A1 through 1-A3, 2-A1 through 2-A13, A-X, A-P, and A-R 'AAA'; -- $11,700,300 class M 'AA'; -- $4,725,200 class B-1 'A'; -- $3,600,100 class B-2 'BBB'; -- $2,250,000 privately offered B-3 'BB'; and, -- $2,025,100 privately offered B-4 'B'. The 'AAA' rating on the senior classes reflects the 5.75% subordination provided by the 2.60% class M, 1.05% class B-1, 0.80% class B-2, 0.50% privately offered class B-3, 0.45% privately offered class B-4 and 0.35% privately offered and not rated class B-5 certificates. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults as well as bankruptcy, fraud and special hazard losses in limited amounts. In addition, the ratings also reflect the quality of the underlying mortgage collateral, strength of the legal and financial structures, and the primary servicing capabilities of JPMorgan Chase Bank, N.A. This transaction contains certain classes designated as exchangeable certificates and others as regular certificates. Class 2-A13 is an exchangeable certificate. Classes 1-A1 through 1-A3, 2-A1 through 2-A12, A-X, A-P, A-R, M and B-1 through B-5 are regular certificates. The holder of the Exchangeable Initial Certificates in any Exchangeable Combination may exchange all or part of each class of such Exchangeable Initial Certificates for a proportionate interest in the related Exchangeable Certificates. The holder of any class of Exchangeable Certificates may exchange all or part of such class for a proportionate interest in each such class of Exchangeable Initial Certificates or for other Exchangeable Certificates in the related Exchangeable Combination. The classes of Exchangeable Initial Certificates and Exchangeable Certificates that are outstanding on any date and the outstanding principal balances of any such classes will depend upon the aggregate distributions of principal made to such classes, as well as any exchanges that may have occurred on or prior to such date. For the purposes of the exchanges and the calculation of the principal balance of any class of Exchangeable Initial Certificates, to the extent that exchanges of Exchangeable Initial Certificates for Exchangeable Certificates occur, the aggregate principal balance of the Exchangeable Initial Certificates will be deemed to include the principal balance of such Exchangeable Certificates issued in the exchange, and the principal balance of such Exchangeable Certificates will be deemed to be zero. Exchangeable Initial Certificates in any Exchangeable Combination and the related Exchangeable Certificates may be exchanged only in the specified proportion that the original principal balances of such certificates bear to one another. Any holders of Exchangeable Certificates will be the beneficial owners of an interest in the Exchangeable Initial Certificates in the related Exchangeable Combination and will receive a proportionate share, in the aggregate, of the aggregate distributions on those certificates. With respect to any Distribution Date, the aggregate amount of principal and interest distributable to any classes of Exchangeable Certificates and the Exchangeable Initial Certificates in the related Exchangeable Combination then outstanding on such Distribution Date will be equal to the aggregate amount of principal and interest otherwise distributable to all of the Exchangeable Initial Certificates in the related Exchangeable Combination on such Distribution Date as if no Exchangeable Certificates were then outstanding. The trust consists of 1,159 first-lien residential mortgage loans with stated maturity of not more than 30 years with an aggregate principal balance of $450,014,110 as of the cut-off date, Jan. 1, 2007. The mortgage pool has a weighted average original loan-to-value ratio of 70.10% with a weighted average mortgage rate of 7.078%. The weighted-average FICO score of the loans is 710. The average loan balance is $388,278 and the loans are primarily concentrated in California, Florida, and New York. None of the mortgage loans are 'high cost' loans as defined under any local, state or federal laws. The Bank of New York Trust Company, N.A will serve as trustee. Chase Mortgage Finance Corporation, a special purpose corporation, deposited the loans in the trust which issued the certificates. For federal income tax purposes, an election will be made to treat the trust fund as one or more real estate mortgage investment conduits. COOPER COS: Discloses Proposed $1 Billion Refinancing ----------------------------------------------------- The Cooper Companies Inc. disclosed a proposed refinancing which includes a $650 million revolving credit facility and a private offering of $350 million aggregate principal amount of senior notes due 2015. The company intends to use borrowings under the new revolving credit facility and the net proceeds of the notes offering to repay in full its $250 million term loan and all outstanding borrowings under its existing $750 million syndicated bank credit facility, which will be terminated. The new revolving credit facility will be unsecured and will include customary guarantees from domestic subsidiaries and negative pledges on assets. The exact terms and timing of the new financing will depend on market conditions and other factors. The company's proposed new financing is designed to lock in long- term capital with attractive pricing; provide enhanced strategic and operational flexibility with fewer and less restrictive covenants; generate greater borrowing capacity with lower pricing and lower fees and eliminate existing debt amortization. "This new financing is intended to serve our financing needs for the foreseeable future" Commenting on the proposed transactions, Steven M. Neil, Cooper's Chief Financial Officer said. "We are pleased to be working with a bank syndicate that recognizes our improving financial position, our favorable operational outlook and the significant progress we have made integrating Ocular Sciences into CooperVision." About Cooper Companies The Cooper Companies, Inc. (NYSE:COO) -- http://www.coopercos.com/-- manufactures and markets specialty healthcare products through its CooperVision and CooperSurgical units. Corporate offices are in Lake Forest and Pleasanton, Calif. CooperVision -- http://www.coopervision.com/-- manufactures and markets contact lenses and ophthalmic surgery products. Headquartered in Lake Forest, Calif., it manufactures in Albuquerque, N.M., Juana Diaz, Puerto Rico, Norfolk, Va., Rochester, N.Y., Adelaide, Australia, Hamble and Hampshire England, Ligny-en-Barrios, France, Madrid, Spain and Toronto. CooperSurgical -- http://www.coopersurgical.com/-- manufactures and markets diagnostic products, surgical instruments and accessories to the women's healthcare market. With headquarters and manufacturing facilities in Trumbull, Conn., it also manufactures in Pasadena, Calif., North Normandy, Ill., Fort Atkinson, Wis., Montreal and Berlin. Proclear(R) and Biomedics(R) are registered trademarks and Biomedics XC(TM) and Biofinity(TM) are trademarks of The Cooper Companies, Inc., and its subsidiaries or affiliates. * * * As reported in Troubled Company Reporter on Jan. 24, 2007, Standard & Poor's Ratings Services lowered its corporate credit rating on Lake Forest, California-based Cooper Companies Inc. to 'BB-' from 'BB'. COPELANDS' ENTERPRISES: Selects Glenn Burdette as Accountants ------------------------------------------------------------- Copelands' Enterprises Inc. seeks authority from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to employ Glenn, Burdette, Phillips and Bryson as tax and audit accountants, nunc pro tunc to Aug. 14, 2006. The Debtor expects Glenn Burdette to: a) prepare tax returns for the fiscal year ended Jan. 31, 2007; b) assist in the Internal Revenue Service audit; and c) assist in the 401(k) and health plan auditing. The Debtor has agreed to compensate the firm's professionals at these hourly rates: Professional Position Hourly Rate ------------ -------- ----------- R. Lance Cowart, CPA Director $230 Janet C. Jensen, CPA Manager - Taxation $180 Mical W. Bovee Staff Accountant $110 Kathy Burkhart Admin Asst II $55 Heather R. Pope Admin. Asst $70 Celeste A. Gray Supervising Sr. Accountant $150 Jennie L. Hackett Admin. Asst $70 Suzanne Atkinson Manager - Client Accounting Services $125 To the best of the Debtor's knowledge, the firm does not hold any interest adverse to the Debtor and is a "disintersted person" as that term is defined in Sec. 101(14) of the Bankruptcy Code. The Court will convene a hearing at 2:00 p.m. on Feb. 5, 2007, to consider the Debtor's request. Objections to the motion are due on Jan. 29, 2007. Based in San Luis Obispo, California, Copelands' Enterprises Inc. dba Copelands' Sports -- http://www.copelandsports.com/-- operates specialty sporting goods stores. The company filed for chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No. 06-10853). James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones, & Weintraub LLP, in Los Angeles, California, represent the Debtor. Adam G. Landis, Esq., at Landis Rath & Cobb LLP represents the Official Committee of Unsecured Creditors. Clear Thinking Group serves as the Debtor's financial advisor. When the Debtor filed for protection from its creditors, it estimated assets and debts between $50 million and $100 million. CORPORATE CONNECTION: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Corporate Connection Lines, Inc. aka Sovereign Coach & Tours 4160 Ravenswood Road Dania, FL 33312 Bankruptcy Case No.: 07-10344 Type of Business: The Debtor provides luxury transportation for individuals and businesses locally in South Florida and nationwide in the U.S.A. and Canada. See http://corporateconnectionlines.com/ Chapter 11 Petition Date: January 19, 2007 Court: Southern District of Florida (Fort Lauderdale) Judge: John K. Olson Debtor's Counsel: Brian S Behar, Esq. Behar, Gutt & Glazer, P.A. 2999 Northeast 191 Street, 5th Floor Aventura, FL 33180 Tel: (305) 931-3771 Estimated Assets: Not Stated Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Bosque Leasing LP $304,680 P.O. Box 8216 Waco, TX 76714 Bosque Leasing LP $228,082 P.O. Box 8216 Waco, TX 76714 American Express $190,000 P.O. Box 5207 Fort Lauderdale, FL 33310 BMW financial Services $160,000 Internal Revenue Service $160,000 Bosque Leasing LP $131,323 Bosque Leasing LP $123,349 Ravenswood Enterprise, Inc. $91,325 USA Financial Services, LLC $75,870 ABC Financial Services $70,550 Crossroads General Agency $56,157 GE Capital $48,483 Scott C. Long Professional Association $42,000 Port of Miami $37,112 Aequicap $37,112 Coach Financial Services $35,000 New World Lease Funding $30,000 Nesenoff & Millenberg, LLP $22,000 Platinum Plus for Business $21,000 Highway Charter Bus Service $16,000 DELPHI CORP: Court Lifts Stay Letting Cadence Pursue Patent Suit ---------------------------------------------------------------- The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York modifies the automatic stay to allow Cadence Innovation LLC to proceed with the Patent Litigation for the sole purpose of liquidating the Cadence Claims. Judge Drain directs Delphi Corp. and its debtor-affiliates and Cadence to select a mediator and complete a mediation of the Patent Litigation no later than March 24, 2007. For reasons stated in open Court, Judge Drain denies Cadence' request for allowance and payment of the Cadence Postpetition Claim, without prejudice. Debtors Objection John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, argued that the Court should deny Cadence Innovation LLC's Lift Stay Motion for these reasons: -- It would be a waste of the Court's resources to adjudicate the Motion as Cadence's Claim is still disputed and unliquidated and is likely to remain so for at least a year; -- To properly defend their estates against Cadence's Claim at trial, the Debtors would need to allocate resources that are otherwise being used in their restructuring efforts and claims resolution process; -- The Lift Stay Motion reveals no change in circumstances other than Cadence's desire to have its Claim determined ahead of other creditors, at a time and in a forum of its choosing; -- If Cadence' request is granted, other parties with general unsecured litigation claims may seek similar relief, forcing the Debtors to defend against numerous motions to modify the automatic stay; and -- Even if Cadence prevails in the Patent Litigation, there would be no insurance proceeds available with which to pay it. Cadence's Response Cadence sought relief from the automatic stay so that it may obtain a judgment and a determination as to whether the Debtors are actively infringing on its Patents, and not to "jump in front" of other creditors or to enforce its judgment, Dennis J. Connolly, Esq., at Alston & Bird LLP, in Atlanta, Georgia, explained. Contrary to the Debtors' present position, the automatic stay is not intended to provide a permanent shield against all litigation, Mr. Connolly pointed out. Furthermore, the Debtors have not offered any proof to support their position that granting relief to Cadence will negatively impact their efforts to reorganize or negatively impact creditors, Mr. Connolly averred. Mr. Connolly argued Cadence' request is warranted on these grounds: -- The automatic stay cannot be used to facilitate the Debtors' continuing violation of Cadence's federally protected rights in the Patents; -- The Debtors' creditors are being harmed by allowing the Debtors to continue manufacturing infringing airbag covers since for each of those airbags, Cadence is entitled to a postpetition administrative priority claim that must be paid in full and in cash prior to the Debtors' exit from bankruptcy; -- The Debtors have argued that determining the cost associated with their bankruptcy estates is crucial to the formulation and confirmation of a plan of reorganization; thus, liquidating the Action is crucial to the Debtors' estates; -- As federal patent laws grant Cadence the exclusive right to manufacture products based on the Patents for an exclusive period of time, Cadence will be substantially prejudiced if the Debtors are allowed to continue manufacturing infringing airbag covers; -- To the extent Cadence obtains a favorable determination in the Patent Litigation, Cadence will return to the Bankruptcy Court so that its judgment may be properly administered in the context of the Debtors' cases; and -- To the extent the Cadence Claims remain unliquidated, the Debtors will continue their efforts to impermissibly limit Cadence's ability to obtain full relief. Mr. Connolly noted that the Patents will expire in 2010, 2012, and 2012. "Without this Court's recognition that Cadence is entitled to an allowed, albeit unliquidated, claim against the Debtors' bankruptcy estates, Cadence will be unable to preserve the rights conferred by Section 1129 of the Bankruptcy Code," Mr. Connolly contended. "In addition, because Cadence's administrative priority claim arises out of the Debtors' intentional violation of Cadence's federally protected patent rights, the Debtors should be required to pay Cadence immediately upon liquidation of the Cadence Claims." Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Corporation Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). DELPHI CORP: Two Panels Want to File Discovery Motion Under Seal ---------------------------------------------------------------- The Official Committee of Unsecured Creditors and the Official Committee of Equity Security Holders seek permission from the U.S. Bankruptcy Court for the Southern District of New York to file under seal a joint expedited motion to compel documents and testimony improperly withheld as privileged, pursuant to Section 107(b) of the Bankruptcy Code and Rule 9018 of the Federal Rules of Bankruptcy Procedure. The Committees' motion and the accompanying documents contain copies, excerpts of, or references to confidential deposition transcripts and production documents, Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New York, informs the Court. The Ad Hoc Trade Committee of Delphi Corporation previously joined in the Creditors Committee's and Equity Committee's request but withdrew its support after reaching agreements with the Debtors, and Appaloosa Management L.P., Harbinger Capital Partners Master Fund I, Ltd., Cerberus Capital Management, L.P., and the other plan investors of the Court-approved Equity Purchase and Commitment Agreement and Plan Framework Support Agreement. Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Corporation Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). DELPHI CORP: Tower Automotive Wants Stay Lifted to Commence Suit ---------------------------------------------------------------- Tower Automotive Inc. and its debtor affiliates ask the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to lift the automatic stay to permit them to commence an adversary proceeding against Delphi Corp. and its debtor affiliates in order to recover the Transfers. In the alternative, the Tower Debtors ask Judge Drain to find that the filing of the Tower Claim satisfies and tolls the statute of limitations under Section 546(a) of the Bankruptcy Code. Tower Automotive Inc. filed Claim No. 15221 as an unliquidated claim against Delphi Automotive Systems LLC on July 31, 2006. The Tower Claim seeks to retrieve transfers made by Tower to DAS that are, or may be, avoidable as preferential transfers under Sections 547 and 550 of the Bankruptcy Code, Michael S. McElwee, Esq., at Varnum, Riddering, Schmidt & Howlett LLP, in Grand Rapids, Mich., informs the Court. Tower Automotive and its debtor affiliates filed for Chapter 11 protection in the United States Bankruptcy Court for the Southern District of New York on Feb. 2, 2005. The Delphi Debtors objected to the Tower Claim and asserted that based upon their books and records, no amounts are due and owing to the Tower Debtors. Mr. McElwee notes that the statute of limitations applicable to Tower's preferential transfer claims against the Delphi Debtors will expire on Feb. 2, 2007, absent the filing of an adversary proceeding to toll the statute. The Tower Debtors relate that they have sought the approval of streamlined procedures governing avoidance actions in their bankruptcy cases. Tower's Avoidance Action Procedures will provide the Tower Debtors with an additional 60 days to serve a summons and complaint and will provide both the Tower Debtors and the defendants to the avoidance actions with additional time to attempt to resolve the avoidance action without incurring further litigation costs, Mr. McElwee expounds. An avoidance action against the Delphi Debtors in the Tower Debtors' Chapter 11 cases can proceed, and be resolved, quickly and efficiently, Mr. McElwee asserts. Moreover, adjudication of the Tower Claim and the fixing of its claim against the Delphi Debtors in the Tower Chapter 11 cases will not interfere with the Delphi Debtors' Chapter 11 cases. An adversary proceeding will result in a liquidation of the Tower Claim in accordance with the Bankruptcy Code and the Bankruptcy Rules, Mr. McElwee avers. About Tower Automotive Headquartered in Grand Rapids, Michigan, Tower Automotive Inc. -- http://www.towerautomotive.com/-- is a global designer and producer of vehicle structural components and assemblies used by every major automotive original equipment manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo. Products include body structures and assemblies, lower vehicle frames and structures, chassis modules and systems, and suspension components. The Company and 25 of its debtor-affiliates filed voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-10601). James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent the Debtors in their restructuring efforts. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $787,948,000 in total assets and $1,306,949,000 in total debts. About Delphi Corp. Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Corporation Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). DIANE OZAROWSKI: Case Summary and Four Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Diane Ozarowski 2 Vista Drive Princeton, NJ 08540 Bankruptcy Case No.: 07-10922 Type of Business: The Debtor previously filed for chapter 11 protection on Mar. 8, 2005 (Bankr. D. N.J. Case NO. 05-16826). Chapter 11 Petition Date: January 23, 2006 Court: District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtor's Counsel: John E Maziarz, Esq. Wolk and Maziarz 311 Whitehorse Avenue, Suite A Trenton, NJ 08610 Tel: (609) 581-0063 Fax: (609) 585-2553 Total Assets: $3,020,810 Total Debts: $1,456,000 Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Phelan Hallinan & Schmieg 2 Vista Drive $1,300,000 400 Fellowship Road Princeton, NJ 08540 Suite 100 Mount Laurel, NJ 08054 Hudson United Bank 2 Vista Drive $100,000 1000 McArthur Boulevard Princeton, NJ 08540 Mahwah, NJ 07430 First Montauk Bank 2 Vista Drive $50,000 c/o Robert Rabinowitz, Esq. Princeton, NJ 08540 328 Newman Springs Road Red Bank, NJ 07701 Rosedale Homeowners Assoc., $6,000 Inc. c/o Szaferman, Lakind Quakerbridge Executive Center 101 Grovers Mill Road Suite 104 Lawrenceville, NJ 08648 DOV PHARMA: May File for Bankruptcy if Restructuring Fails ---------------------------------------------------------- DOV Pharmaceutical, Inc. has entered into a Restructuring Support Agreement with members of an ad hoc committee of the holders of DOV's 2.50% Convertible Subordinated Debentures due 2025. If DOV is unable to restructure its obligations under the Debentures, it may be forced to seek protection under the U.S. bankruptcy laws. Terms of the Agreement Debenture holders holding approximately 88% of the total outstanding Debentures have agreed to: (i) participate in and support DOV's offer to exchange the $70 million of Debentures for one or more new series of convertible preferred stock and an aggregate $14.9 million cash payment; and (ii) not take any actions or exercise any remedies relating to DOV's failure on Jan. 3, 2007 to repurchase the Debentures pursuant to the offer to repurchase unless DOV commences bankruptcy proceedings or such a proceeding is commenced against DOV, or unless the RSA is terminated for any other reason under the terms of the RSA. Under the RSA, DOV has agreed to offer to all holders of Debentures, the right to exchange for each $1,000 in principal amount of Debentures properly tendered and accepted for exchange, 8 shares of a new series of convertible preferred stock, par value $1 per share and a liquidation preference of $100 per share, plus a cash payment of $212.50. The new preferred stock will be convertible into shares of common stock, and also will automatically convert thirty days following stockholder approval and filing of an amendment to DOV's charter increasing the number of shares of authorized common stock as necessary to accommodate such conversion. Generally, the preferred stock will vote with the common stock as a single class on an as-converted basis. The RSA provides that holders of a majority of the new preferred stock will be entitled to appoint a majority of DOV's Board of Directors following the completion of the exchange offer. The RSA also provides that DOV will offer an alternative series of convertible preferred stock that will have different terms from the convertible preferred stock. This alternative series of preferred stock will have no voting rights except as required by law and will not have a fixed liquidation preference. The company currently has 26,743,657 common shares outstanding. On an as converted basis if all Debentures are tendered in the Exchange Offer, the bondholders would hold 106,974,628 shares of common stock of the company or approximately 80% of the equity of DOV without giving effect to any warrants and existing and future equity incentive plans of the company. As provided by the RSA, the Exchange Offer will be conditioned upon the valid tender of at least 99% of the aggregate principal amount of the outstanding Debentures. This condition may be modified by DOV with the consent of the holders of a majority in outstanding principal amount of the Debentures. The Exchange Offer will also be conditioned on several other conditions. DOV will not be required, but will reserve the right, to accept for exchange any existing Debentures tendered if any of the conditions of the Exchange Offer remain unsatisfied. In connection with the Exchange Offer, it is anticipated that holders of DOV's outstanding common stock will receive approximately one and one-tenths warrants for each share of common stock outstanding totaling approximately 30,000,000 warrants. The exercise price for the warrants will be $0.523 per share and the warrants will expire Dec. 31, 2009. Assuming all Debentures are tendered in the Exchange Offer and all the new convertible preferred stock issued in the Exchange Offer were converted into common stock following completion of the Exchange Offer, existing common stockholders would own approximately 20% of the equity of DOV without giving effect to any warrants and existing and future equity incentive plans of the company. Assuming all Debentures are tendered in the Exchange Offer, all the new convertible preferred stock issued in the Exchange Offer were converted into common stock following completion of the Exchange Offer and all warrants issued in connection with the Exchange Offer are exercised, existing common stockholders would own approximately 34.7% of the equity of DOV without giving effect to existing and future equity incentive plans of the company. About DOV Pharmaceutical Somerset, New Jersey-based DOV Pharmaceutical Inc. (PS: DOVP.PK) -- http://www.dovpharm.com/-- is a biopharmaceutical company focused on the discovery, acquisition, and development of novel drug candidates for central nervous system disorders. The company's product candidates address some of the largest pharmaceutical markets in the world including depression, pain and insomnia. At Sept. 30, 2006, the company's balance sheet showed $54.528 million in total assets and $105.504 million in total liabilities, resulting in a $50.975 million stockholders' deficit. The Company had a $19.301 million deficit at Dec. 31, 2005. DURA AUTOMOTIVE: Judge Carey Approves Deloitte & Touche as Auditor ------------------------------------------------------------------ The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Dura Automotive Systems Inc. and its debtor-affiliates employ Deloitte & Touche LLP as independent auditors and accountants, nunc pro tunc to Oct. 30, 2006. As reported in the Troubled Company Reporter on Jan. 3, 2007, Deloitte & Touche functioned as the Debtors' independent auditors and accountants before their bankruptcy filing. The firm has agreed to: (a) audit the consolidated annual financial statements of the Debtors and its subsidiaries for the fiscal years ended December 31, 2006, and onwards; (b) review the Debtors' interim financial information for each quarter for the fiscal year ending December 31, 2006, and onwards; (c) render other audit and accounting services, including assistance in connection with reports requested by the Court, United States Trustee or parties-in-interest; accounting advisory services during the course of reorganization; and other similar requested assistance at an hourly rate basis; and (d) provide additional audit services, should the assumptions underlying the fixed fee estimate cost not materialize. As of the Debtors' bankruptcy filing, Deloitte & Touche holds a minimal retainer of approximately $5,000, and provides services upon a fixed fee between $3,430,000 and $3,800,000. The additional services will be billed on an hourly rate basis: Designation Hourly Rate ----------- ----------- Partner, Principal, Director $460 - $650 Senior Manager $390 - $490 Manager $320 - $390 Senior Accountants $200 - $250 Staff Accountants $135 - $180 Paraprofessionals $60 The firm disclosed that from time to time, certain Deloitte & Touche Tohmatsu member firms will assist it in connection with its ongoing audit services with approximately $15,000 in services that will be included in Deloitte & Touche's fee applications. The DTT Member Firms will be retained and paid by the applicable non-filing Debtor affiliates. Deloitte & Touche will be reimbursed for reasonable and necessary expenses incurred in connection with the Debtors Chapter 11 cases, including costs of transportation, lodging, working meals, telephone, photocopy and messenger services. The Debtors have also sought to retain Ernst & Young LLP as their internal auditors and tax service providers. Deloitte & Touche has advised the Debtors that it will make every effort to avoid duplication of its work and that of Ernst & Young, and Deloitte Tax. Christopher A. Swanson, a partner of Deloitte & Touche, disclosed certain relationships with parties in connection with matters unrelated to the Debtors' Chapter 11 cases: -- the firm provides services to certain of the Debtors' largest unsecured creditors, including its lenders GE Capital Corp., Goldman Sachs, and Barclays Bank or their affiliates; and -- certain financial institutions that are prepetition lenders of the Debtors, including AXA, Harris Bank, Comerica, JPMorgan Chase, Wachovia Bank, Citigroup, Bank of America and affiliates of GE are lenders to the firm. Mr. Swanson assured the Court that the firm will not serve those entities in the Debtors' Chapter 11 cases. He attests that his firm is a disinterested person, as the term is defined in Section 101(14) of the Bankruptcy Code. About DURA Automotive Systems Inc. Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on October 30, 2006 (Bankr. District of Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had $1,993,178,000 in total assets and $1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). DURA AUTOMOTIVE: Judge Carey Approves Deloitte as Tax Advisor ------------------------------------------------------------- The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Dura Automotive Systems Inc. and its debtor-affiliates to employ Deloitte Tax LLP as their tax service providers and tax consultants, nunc pro tunc to Oct. 30, 2006. Judge Carey clarifies that Deloitte Tax is an independent contractor and is not considered an agent, partner or representative of the Debtors. As reported in the Troubled Company Reporter on Jan. 2, 2007, Deloitte Tax will continue to provide the Debtors with the same scope of tax consulting services as well as strategic restructuring and bankruptcy tax advisory services that include: (a) assistance with Federal Tax Effects of Bankruptcy Filing/ Tax Advisory Services related to debt discharge issues, including: -- computing the Debtors' tax basis to provide management with information regarding income from the discharge of indebtedness and the tax effect of post-bankruptcy distributions to new equity holders; -- advising the Debtors in evaluating and modeling alternative tax methodologies to assist management in understanding post-bankruptcy tax attributes; -- advising the Debtors as to the proper tax treatment of postpetition interest; and -- advising the Debtors on the state tax aspects of the post-bankruptcy environment with a focus on the Debtors' efforts to optimize the post-bankruptcy tax structure for tax purposes. (b) general corporate tax advisory assistance, including: * tax return review and preparation; * Internal Revenue Service or state audit responses; * United States, state, and foreign income tax planning; and * transfer pricing documentation and review. The Debtors will pay Deloitte Tax according to its professionals' customary hourly rates: Partner $595 Senior Manager $485 Manager $435 Senior Associate $375 Deloitte Tax will also seek reimbursement for reasonable and necessary expenses incurred in the Debtors' Chapter 11 cases. The Debtors will indemnify Deloitte Tax for any claim arising from Deloitte Tax's performance of the services. The firm will not be entitled to indemnification, contribution or reimbursement for services other than tax services. The Debtors will have no obligation to indemnify any person, or provide contribution to any person for any claim or expense that have arisen from that person's gross negligence or willful misconduct. Scott J. Vickman, a member of the Deloitte Tax, assured the Court that his firm does not hold any adverse interest to the Debtors' estates, and is a disinterested person as the term is defined in Section 101(14) of the Bankruptcy Code. About DURA Automotive Systems Inc. Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on October 30, 2006 (Bankr. District of Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had $1,993,178,000 in total assets and $1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). DURA AUTOMOTIVE: Gets Court Ok to Assume Lear Settlement Agreement ------------------------------------------------------------------ The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Dura Automotive Systems Inc. and its debtor-affiliates to assume their settlement agreement and purchase orders with Lear Corporation, which was filed under seal. As reported in the Troubled Company Reporter on Dec. 26, 2006, Dura Automotive Systems Inc. supplied component parts that Lear Corp. used to fulfill manufacturing agreements with General Motors, Ford, and other original equipment manufacturers, pursuant to various documents and purchase orders. Several years before the Debtors filed for bankruptcy, Lear brought an action in State Court against Dura to recover damages for claims asserted against Lear by GM and Ford. Lear sought (i) damages for alleged defects in goods that Dura sold to Lear, which Lear in turn used in products that it provided to GM and Ford, and (ii) injunctive relief to require Dura to continue shipping to Lear despite Lear's recoupment from amounts due to Dura. The State Court granted Lear's injunctive relief and required Dura to ship goods without payment from Lear. In the months before their bankruptcy filing, the Debtors and Lear reached a comprehensive settlement of the Lear Claims and the Lear Action and the modification of the Lear Contracts. As a condition to assumption, Lear had required that Dura keep the terms of the Settlement Agreement confidential, particularly because certain terms therein are commercially sensitive. This confidentiality requirement is memorialized in the Settlement Agreement. The automotive industry is highly competitive, and many of the parties-in-interest in the Debtors' Chapter 11 cases are direct competitors or customers of the Debtors and Lear. If the information contained in the Settlement Agreement is disclosed pursuant to a public filing, the Debtors' competitors and customers would gain access to specific confidential and commercial information related to the Debtors' business relationship with Lear that could be detrimental to the Debtors' reorganization efforts. Notwithstanding their request, the Debtors have provided copies of the Settlement Agreement and the Lear Motion to Lear, the Official Committee of Unsecured Creditors, and the Office of the United States Trustee. In Dura's Form 10-Q filing with the Securities and Exchange Commission, Keith R. Marchiando, Dura's vice president and chief financial officer, said that subsequent to Oct. 1, 2006, Dura settled the warranty matter, along with a previously outstanding warranty matter, to Lear for approximately $9,000,000. About DURA Automotive Systems Inc. Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on October 30, 2006 (Bankr. District of Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had $1,993,178,000 in total assets and $1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). DURA AUTOMOTIVE: Section 341(a) Meeting Will Resume Wednesday ------------------------------------------------------------- Kelly Beaudin Stapleton, the United States Trustee for Region 3, announced that the meeting of creditors required under 11 U.S.C. Sec. 341(a) will resume on Jan. 31, 2007, at 3:00 p.m. The Meeting of Creditors will be held at Room 2112 of J. Caleb Boggs Federal Courthouse, at 844 King Street, in Wilmington, Delaware. The U.S. Trustee convened the Meeting of Creditors on Dec. 7, 2006. The Meeting was continued pending the Debtors' filing of their schedules of assets and liabilities, schedules of current income and expenditures, and statements of financial affairs. The Debtors filed their Schedules and Statements on Jan. 16, 2007. The Meeting of Creditors offers the opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtors under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About DURA Automotive Systems Inc. Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seating control systems, glass systems, engineered assemblies, structural door modules and exterior trim systems for the global automotive industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on October 30, 2006 (Bankr. District of Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment banker. Glass & Associates Inc., gives financial advice to the Debtor. Kurtzman Carson Consultants LLC handles the notice, claims and balloting for the Debtors and Brunswick Group LLC acts as their Corporate Communications Consultants for the Debtors. As of July 2, 2006, the Debtor had $1,993,178,000 in total assets and $1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ECHOSTAR COMMS: Fitch Holds Convertible Subor. Notes' Rating at B ----------------------------------------------------------------- Fitch affirms the 'BB-' Issuer Default Rating assigned to Echostar Communications Corporation and its wholly owned subsidiary Echostar DBS Corporation. Fitch has also affirmed the 'BB-' rating assigned to the senior unsecured notes issued by EDBS Corporation. Finally, Fitch has affirmed the 'B' rating assigned to the convertible subordinated notes issued by Echostar. Approximately $7 billion of debt as of the end of the third quarter of 2006 is affected by Fitch's action. The Rating Outlook is Stable. Fitch's affirmation reflects the operating leverage derived from Echostar's size and scale as the fourth largest multichannel video programming distributor in the United States; the company's solid liquidity position, and expectation for continued free cash flow generation. Fitch's ratings also incorporate Echostar's weak competitive position and limited ability to respond to the changing and more competitive operating environment. From Fitch's perspective competitive pressures within the multi-channel video distribution market have increased due to the wide spread availability of the triple play service offering and the introduction of video services by the regional bell operating companies, namely Verizon and AT&T. Fitch believes that demand for Echostar's video service will remain strong within certain segments of the multi channel video distribution market. However, the evolving competitive landscape will materially increase the business risks related to Echostar's credit profile. Outside Echostar's core market segments the company will find it increasingly difficult to protect and grow its market share in the face of the bundled service offerings by the cable MSOs and telephone companies in residential markets. A key to Echostar's continued EBITDA growth and free cash flow generation will be how the company balances subscriber growth, ARPU, subscriber churn and subscriber acquisition costs. Fitch believes that a more competitive multi-channel video distribution market can lead to higher subscriber churn rates subscriber acquisition costs, and pressure on the company's ARPU. These factors can limit EBITDA growth and constrain operating margins. During the third quarter of 2006 Echostar's subscriber acquisition cost was $688 per gross addition. Fitch believes that competitive pressures can push Echostar's SAC in excess of $700 during 2007. Echostar's competitive position is hurt by its lack of a broadband solution. Currently, the company's broadband strategy is centered on its ability to bundle DSL service through AT&T and other incumbent local exchange providers. Fitch believes that for competitive purposes an investment in a broadband network is appropriate. However, the capital costs associated with a high speed data network will be significant and would certainly pressure Echostar's credit profile if the company elects to deploy the network without using partners to mitigate financial and technical risks. Over the near term Fitch believes Echostar will compete for video subscribers by aggressively deploying high definition programming. Echostar does have a leading position among multi-channel video distributors with 30 national HD channels. However Echostar is lagging behind most cable MSOs by only providing local channel HD programming in only 26 cities. Moreover, Echostar's HD lineup does not include any of the regional sports networks. The company's leverage metric, calculated on a latest 12 month basis, as of Sept. 30, 2006 was 3.04x on a consolidated basis and 2.4x at EDBS. Absent a material investment in a broadband network, Fitch expects that Echostar's credit protection metrics will continue to improve during 2007 with leverage improving a half turn from the Sept. 30, 2006 level and free cash flow as a percentage of total debt in excess of 8%. Since the end of the third quarter the company has made substantial progress in addressing its 2008 scheduled maturities, which as of the end of the third quarter totaled $2.5 billion. During October, the company issued $500 million of senior notes due 2013 and used the proceeds thereof to redeem its floating rate senior notes due 2008. Additionally on Jan. 17, 2007, the company reported that it will redeem all of its outstanding 5.75% convertible subordinated notes due 2008 on February 15, 2007. The redemption will initially be funded with cash on hand. Echostar's liquidity position is strong and is primarily supported by approximately $2.8 billion of restricted and unrestricted cash, and marketable investment securities on its balance sheet as of Sept. 30, 2006 and free cash flow expectations. Fitch's Stable Rating Outlook reflects the consistent subscriber economic trends as well as the positive EBITDA and free cash flow prospects expected over the near term balanced with the very competitive operating environment. Outside of the announced share repurchase authorization Fitch views the use of cash for shareholder friendly actions as an erosion of financial flexibility that could result in pressure on the ratings or an outlook revision. Additionally, Fitch has concerns related to the uncertainty surrounding the company's broadband strategy and the potential cash requirements to launch a wireless broadband service. Lastly, incorporated into the current ratings and Stable Rating Outlook is the expectation that the ongoing litigation related to Tivo, Inc. is resolved in a credit neutral manner and without significant operational disruption. EDDIE BAUER: Defers Special Stockholders Meeting to February 8 -------------------------------------------------------------- The special meeting of stockholders of Eddie Bauer Holdings, Inc. that was scheduled to be held on Jan. 25, 2007 has been postponed and will be held at 8:30 a.m., Pacific Time, on Thursday, Feb. 8, 2007 at the Hyatt Regency Bellevue, 900 Bellevue Way, NE, Bellevue, Washington. At the special meeting, stockholders will consider and vote upon the company's proposed sale to Eddie B Holding Corp., a company owned by affiliates of Sun Capital Partners, Inc. and Golden Gate Capital. The special meeting was postponed because in the course of preparing its financial statements for 2006, the company identified errors related to its tax accounting for 2005 and prior years. The errors relate to the determination of deferred tax assets and goodwill on its balance sheets, arising from the treatment of leasehold improvements. The company is working with BDO Seidman, its independent auditor, to assess the financial impact and to determine whether a restatement will be required. At this time, the Company is continuing to review the matter and will provide further information when available. In addition, the company and Eddie B Holding Corp. entered into an Extension and Waiver, whereby Eddie B Holding Corp. agreed to extend the date by which the Special Meeting must be held to a date no later than Feb. 8, 2007 and waive the breach of the Merger Agreement which would otherwise be attributable to the postponement of the special meeting. The Company and Eddie B Holding Corp. agreed that Eddie B Holding Corp. has not waived any other rights it has pursuant to the Merger Agreement and the Merger Agreement remains in full force and effect in accordance with its terms. Headquartered in Redmond, Washington, Eddie Bauer Holdings Inc. (NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty retailer that sells casual sportswear and accessories for the "modern outdoor lifestyle." Established in 1920 in Seattle, Eddie Bauer products are available at approximately 380 stores throughout the United States and Canada, through catalog sales and online at http://www.eddiebaueroutlet.com/ The company also participates in joint venture partnerships in Japan and Germany and has licensing agreements across a variety of product categories. Eddie Bauer employs approximately 10,000 part-time and full-time associates in the United States and Canada. * * * As reported in the Troubled Company Reporter on Oct. 13, 2006, Moody's Investors Service confirmed Eddie Bauer Inc.'s B2 Corporate Family Rating. Moody's also confirmed its B2 rating on the company's 300 million term loan. ENTERGY NEW: Panel Says Documents Are Not Entitled to Protection ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Entergy New Orleans, Inc. asks the U. S. Bankruptcy Court for the Eastern District of Louisiana to find that the documents produced by the Debtor, or its parent, Entergy Corp., to the panel and other parties are not subject to a confidentiality and protective order issued on Oct. 24, 2005. The Protective Order authorized ENOI and Entergy Corp. to designate certain documents and information produced by them as "Highly Confidential Discovery Information" only upon having "a good-faith basis to believe that [the] information is confidential business information, a trade secret or sensitive proprietary, commercial, financial, research or other such information not available in the public domain, and [that] information is entitled to protection under Section 107, Rule 9108 [sic], or other applicable law." Philip K. Jones, Jr., Esq., at Liskow & Lewis, in New Orleans, Louisiana, relates that since the entry of the Protective Order, ENOI and Entergy have produced in excess of 25,00 pages of documents to the Committee and other parties subject to the Protective Order. Mr. Jones notes that a large number of documents produced by ENOI or Entergy that contain financial information bear the HCDI designation, but those documents do not meet the requirements for protection under Section 107 of the Bankruptcy Code or under Rule 9018 of the Federal Rules of Bankruptcy Procedure. According to Mr. Jones, the Committee's proposed Chapter 11 Plan of Reorganization calls for it to obtain a loan to ENOI in an amount not to exceed $150,000,000. To establish at the confirmation hearing that the Exit-Financing Loan can be obtained by ENOI, the Committee will be required by potential lenders to disclose financial information about the Debtor and its assets and operations, Mr. Jones says. However, Mr. Jones avers, since all of the produced documents possibly containing Relevant Debtor Information have been designated as HCDI by ENOI or Entergy, the Committee is prohibited from disclosing Relevant Debtor Information pursuant to the Protective Order. Mr. Jones relates that the Committee proposed to use a confidentiality order in connection with the disclosure of any documents and information to financial institutions, but that proposal was rejected by ENOI. Instead, he says, the Debtor refused to consider the Committee's request to disclose unless and until the panel identified: -- each and every document, by bates number, that the Committee intended to disclose; and -- each and every financial institution to whom the documents would be disclosed. As required by the Protective Order, counsel for the Committee requested a conference with the Debtor's counsel to resolve the Committee's objection to the HCDI designations. However, the Debtor's counsel, to date, has failed to respond to that request. Therefore, the Committee insists that none of the ENOI or Entergy documents are entitled to protection under the Protective Order, and that ENOI and Entergy must establish that those documents are legally entitled to protection under Section 107 or Rule 9018. Mr. Jones attests that the disclosure of ENOI's financial information will not cause any competitive harm since the Debtor is a regulated utility monopoly with no competitors. Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc. -- http://www.entergy-neworleans.com/-- is a wholly owned subsidiary of Entergy Corporation. Entergy New Orleans provides electric and natural gas service to approximately 190,000 electric and 147,000 gas customers within the city of New Orleans. Entergy New Orleans is the smallest of Entergy Corporation's five utility companies and represents about 7% of the consolidated revenues and 3% of its consolidated earnings in 2004. Neither Entergy Corporation nor any of Entergy's other utility and non-utility subsidiaries were included in Entergy New Orleans' bankruptcy filing. Entergy New Orleans filed for chapter 11 protection on Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697). Elizabeth J. Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the Debtor in its restructuring efforts. Carey L. Menasco, Esq., Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq., at Liskow & Lewis, APLC, represent the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed total assets of $703,197,000 and total debts of $610,421,000. (Entergy New Orleans Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). FIRST HORIZON: Fitch Holds Low-B Ratings on 8 Class Certificates ----------------------------------------------------------------- Fitch Ratings affirms First Horizon Home Loan Mortgage Trust's issues: Series 2005-5: --Class A affirmed at 'AAA'; --Class B1 affirmed at 'AA'; --Class B2 affirmed at 'A'; --Class B3 affirmed at 'BBB'; --Class B4 affirmed at 'BB'; --Class B5 affirmed at 'B'. Series 2005-6: --Class A affirmed at 'AAA'; --Class B1 affirmed at 'AA'; --Class B2 affirmed at 'A'; --Class B3 affirmed at 'BBB'; --Class B4 affirmed at 'BB'; --Class B5 affirmed at 'B'. Series 2005-7: --Class A affirmed at 'AAA'; --Class B1 affirmed at 'AA'; --Class B2 affirmed at 'A'; --Class B3 affirmed at 'BBB'; --Class B4 affirmed at 'BB'; --Class B5 affirmed at 'B'. Series 2005-8: --Class A affirmed at 'AAA'; --Class B1 affirmed at 'AA'; --Class B2 affirmed at 'A'; --Class B3 affirmed at 'BBB'; --Class B4 affirmed at 'BB'; --Class B5 affirmed at 'B'. Series 2005-AR2: --Class A affirmed at 'AAA'. Series 2005-AR3: --Class A affirmed at 'AAA'. Series 2005-AR4: --Class A affirmed at 'AAA'. Series 2005-AR5: --Class A affirmed at 'AAA'; Series 2005-AR6: --Class A affirmed at 'AAA'; Series 2004-FL1: --Class A affirmed at 'AAA'. The mortgage loans consist of conventional 15- and 30-year fixed- rate mortgages extended to prime borrowers and are secured by first liens on one- to four-family residential properties. As of the December 2006 distribution date, the transactions are seasoned from a range of 12 months to 24 months and the pool factors range from approximately 14% to 95%. All of the above deals were acquired and are serviced by First Horizon Home Loan Corporation, rated 'RPS2' by Fitch. The affirmations reflect credit enhancement consistent with future loss expectations and affect approximately $2.297 billion of outstanding certificates. All classes in the transactions detailed above have experienced small to moderate growth in CE since closing, and there have been no or minor collateral losses to date. Fitch will closely monitor these transactions. FLINTKOTE COMPANY: Wants Court to Extend Exclusive Periods ---------------------------------------------------------- Flintkote Company and Flintkote Mines Ltd. ask the United States Bankruptcy Court for the District of Delaware to extend their exclusive periods to: a) file a plan of reorganization until April 27, 2007; and b) solicit acceptances on that plan until June 28, 2007. The Debtors' exclusive period to file a plan expired on Dec. 28, 2006. This is the Debtors' eighth motion to extend the exclusive periods. The Debtors tell the Court that they need sufficient time to finalize the terms of a reorganization plan co-proposed by the Asbestos Claimants Committee and the Future Claimants Representative. The Debtor anticipates filing a plan together with the disclosure statement describing that plan within the next couple of months. The Honorable Judith K. Fitzgerald will convene a hearing at 11:30 a.m. on Feb. 26, 2007, to consider the Debtors' request. Objections, if any, are due on Feb. 9, 2007. Headquartered in San Francisco, California, The Flintkote Company is engaged in the business of manufacturing, processing and distributing building materials. The company and its affiliate, Flintkote Mines Limited, filed for chapter 11 protection on April 30, 2004 (Bankr. D. Del. Case No. 04-11300). James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., represent the Debtors in their restructuring efforts. The Bankruptcy Court appointed James J. McMonagle as the Legal Representative for Future Asbestos Personal Injury Claimants for Flintkote and Mines on Aug. 26, 2004, and Sept. 9, 2004, respectively. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. FLINTKOTE CO: Wants Until April 27 to Decide on Headquarters Lease ------------------------------------------------------------------ The Flintkote Company and Flintkote Mines Ltd. ask the Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware to extend, until April 27, 2007, the date by which Flintkote is required to assume or reject the lease of its headquarters office space at Suite 1190, Three Embarcadero Center in San Francisco, California. The Debtor's period to assume or reject the lease expired on Dec. 28, 2006. This is the Debtors' eighth motion for an order extending their period to decide on the lease. The lease expires on Aug. 31, 2007. At this stage of its case, Flintkote says it is not prepared to assume the lease and obligate its estate for the remaining term of the lease. Flintkote says that the office space is an integral part of its business operations citing it is where it supervises its bankruptcy case, conducts financial and corporate activities, and maintains and manages the key records with regard to those activities. A hearing on the Debtors' request is scheduled on Feb. 26, 2007 at 11:30 a.m. Responses to the motion are due on Feb. 9, 2007. Headquartered in San Francisco, California, The Flintkote Company is engaged in the business of manufacturing, processing and distributing building materials. The company and its affiliate, Flintkote Mines Limited, filed for chapter 11 protection on April 30, 2004 (Bankr. D. Del. Case No. 04-11300). James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., represent the Debtors in their restructuring efforts. The Bankruptcy Court appointed James J. McMonagle as the Legal Representative for Future Asbestos Personal Injury Claimants for Flintkote and Mines on Aug. 26, 2004, and Sept. 9, 2004, respectively. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. FORD MOTOR: Exec Bonuses May Hamper Cost-Cutting Deal with Union ---------------------------------------------------------------- Ford Motor Co.'s potential plan to offer bonuses to some white- collar workers risks undermining an effort to persuade the United Auto Workers union to accept some concessions in factory-level and national contract talks this year, The Wall Street Journal reports. The plan, according to the Journal, is already angering rank-and- file workers and undermining UAW leaders' efforts to work with management to push through cost-cutting agreements with local unions which Ford executives say are critical to the company's turnaround plan. The automaker was likely to have met or exceeded certain targets related to cost-cutting and vehicle quality in 2006, the Journal said, citing people familiar with the matter. As Ford meets these targets, employees at a certain leadership level and above, including manufacturing-plant managers, may be in line for bonuses, Reuters relates. As reported in the Troubled Company Reporter on Sept. 15, 2006, the United Auto Workers reached an agreement on voluntary, system-wide buyouts for more than 75,000 UAW-represented hourly workers at Ford Motor. The buyouts are part of Ford's move to accelerate its "Way Forward" turnaround plan initiated early last year. No UAW Ford hourly worker will have his or her contractual rights compromised as a result of these buyout packages, and no worker will be involuntarily separated from the company, the union disclosed. A summary of the terms and conditions of the packages is available for free at http://researcharchives.com/t/s?11ad Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures and distributes automobiles in 200 markets across six continents. With more than 324,000 employees worldwide, the company's core and affiliated automotive brands include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo. Its automotive-related services include Ford Motor Credit Company and The Hertz Corporation. * * * As reported in the Troubled Company Reporter on Dec. 12, 2006, Standard & Poor's Ratings Services affirmed its 'B' bank loan and '2' recovery ratings on Ford Motor Co. after the company increased the size of its proposed senior secured credit facilities to between $17.5 billion and $18.5 billion, up from $15 billion. As reported in the Troubled Company Reporter on Dec. 7, 2006, Fitch Ratings downgraded Ford Motor Company's senior unsecured ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of both the secured facilities and the senior unsecured convertible notes being offered. As reported in the Troubled Company Reporter on Dec. 6, 2006, Moody's Investors Service assigned a Caa1, LGD4, 62% rating to Ford Motor Company's $3 billion of senior convertible notes due 2036. FREMONT GENERAL: Fitch Revises Outlook to Negative from Stable -------------------------------------------------------------- Fitch Ratings has revised the Rating Outlook of Fremont General Corp. and Fremont Investment & Loan to Negative from Stable. At the same time, Fitch has affirmed FMT's Long-Term Issuer Default Rating at 'BB-' and short-term rating at 'B'. Fitch has also affirmed the ratings of FIL. A complete list of rating affirmations follows at the end of this release. The revised Outlook reflects the current difficult market environment that FMT faces, particularly the company's exposure to the subprime residential mortgage sector. While the company has taken meaningful steps to curb mortgage repurchase requests and related provisions, Fitch believes that profitability pressure will continue in the near term. Mortgage repurchase requests, a recent phenomenon caused by rising early payment defaults, have adversely impacted virtually all subprime mortgage originators. Fitch believes that FMT possesses adequate liquidity and capital to weather the company's recent challenges. Fitch also recognized the good performance of FIL's commercial real estate business. However, should operating performance continue to deteriorate over the next 12-18 months, capital and liquidity could potentially come under pressure, principally at FMT, the holding company for FIL. In addition to risks associated with operating performance, debt at the holding company level is currently mainly being serviced by cash flows from residual interests in mortgage-backed securities backed by FIL-originated subprime residential real estate loan collateral. Recent vintages of Fremont MBS have underperformed, and as a consequence, cash flows from underlying residuals may decline. At this point, FMT has available cash on hand and some contingent funding, including cash dividends from FIL, to offset any potential cash shortfalls from the residuals. In considering rating downgrades for FMT and FIL, such action would be likely if operating performance deteriorates or if the company has difficulty executing its business plan. A scenario whereby the IDRs of FMT and FIL are differentiated is also a possible outcome as the credit profiles of both entities may differ. For an Outlook revision to Stable, Fitch will consider a number of factors, including improved operating performance and the return of loan repurchase requests to normalized levels. Fitch will also monitor the liquidity at the holding company level, particularly in light of senior notes maturing in March 2009. While not a bank holding company, FMT is a holding company that engages in lending through FIL, which is an industrial bank regulated by the FDIC and the Department of Financial Institutions of the State of California. Fitch has affirmed the following ratings and revised the Rating Outlook to Negative from Stable: Fremont General Corp. --Long-term Issuer Default Rating at 'BB-'; --Long-term senior debt at 'B+'; --Short-term issuer at 'B'; --Individual at 'C/D'; and, --Support at '5'. Fremont Investment & Loan --Long-term deposits at 'BB'; --Short-term deposits at 'B'; --Long-term Issuer Default Rating at 'BB-'; --Short-term issuer at 'B'; --Individual at 'C/D'; and, --Support at '5'. Fremont General Financing I --Preferred Securities at 'B-'. G.M. CROCETTI: Case Summary & Three Largest Unsecured Creditors --------------------------------------------------------------- Debtor: G.M. Crocetti Realty LLC 3960 Merritt Avenue New York, NY 10466 Bankruptcy Case No.: 07-10166 Type of Business: Chapter 11 Petition Date: January 24, 2007 Court: Southern District of New York (Manhattan) Judge: Robert D. Drain Debtor's Counsel: Marc Stuart Goldberg, Esq. M. Stuart Goldberg, LLC 81 Main Street, Suite 205 White Plains, NY 10601 Tel: (914) 949-5400 Fax: (914) 683-1279 Total Assets: $4,158,284 Total Debts: $3,914,360 Debtor's Three Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Bank of America, N.A. $2,486,702 777 Main Street Hartford, CT 06115 NYC Department of Finance $78,857 P.O. Box 92 New York, NY 10008-0092 NYC Department of Finance $23,212 P.O. Box 32 New York, NY 10008-0032 GALAXY MINERALS: Case Summary & List of Known Creditors ------------------------------------------------------- Debtor: Galaxy Minerals, Inc. dba Haven Express , Inc. dba Golden Sands Eco Protections, Inc. 500 Park Avenue, Suite 203 Lake Villa, IL 60046 Bankruptcy Case No.: 07-01365 Type of Business: The Debtor is in the business of metal mining. Chapter 11 Petition Date: January 26, 2007 Court: Northern District of Illinois (Chicago) Judge: Jacqueline P. Cox Debtors' Counsel: Serri-Ann Sendzischew, Esq. Law Offices of Ouriel & Sendzischew, PA 3030 Southwest 28th Street Miami, FL 33133 Tel: (305) 444-9924 Total Assets: $300,043,531 Total Debts: $5,516,700 Debtor's List of Creditors Holding Unsecured Nonpriority Claims: Entity Claim Amount ------ ------------ RMS-Ross Corp. $275,000 44325 Yale Road, West Sardis, BC Canada V2R 4H2 Scott Goldstein $200,000 441 North Crooked Lake Lane Lindenhurst, IL 60046 Robert Ouriel, Esq. $25,000 3030 Southwest 287th Street Miami, FL 33133 Sheri-Ann Sendzischew, Esq. $20,000 Tew & Cardenas LLP $13,000 Dohan & Company $7,500 Dohan Brown & Salum Co. $7,500 Mobile Storage Group, Inc. $6,000 The LeBrecht Group $6,000 Specialty Technical Publishers $700 U.S. SEC Unknown GAP INC: Company Not for Sale, Interim CEO Fisher Tells Employees ----------------------------------------------------------------- Gap Inc. interim Chief Executive Robert Fisher assured the clothing retailer's employees that the company is not for sale, Reuters reports, citing the New York Post. Mr. Fisher also circulated a memo detailing how to solve the company's problems, the Post said, as cited by Reuters. According to Reuters, the memo, based on a copy obtained by the Post, lists 10 ideas, including letting creativity flourish, creating realistic expectations and facing mistakes. Speculation that the company could be sold to private equity investors may be muted for the time being as the company's search for a new chief executive signals an attempt to turn around the business, Reuters says, citing analysts who commented on the issue. Reuters relates that the resignation of Paul Pressler as chief executive after pressure to curtail more than two years of sluggish sales at its Gap and Old Navy chains comes after widespread market speculation that the company could be for sale. The speculation was fueled by what sources have said was Gap's recent hiring of investment firm Goldman Sachs, Reuters adds. A Gap spokesman was not immediately available for comment. Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an international specialty retailer offering clothing, accessories and personal care products for men, women, children and babies under the Gap, Banana Republic, Old Navy, Forth & Towne and Piperlime brand names. Gap Inc. operates more than 3,100 stores in the United States, the United Kingdom, Canada, France, Ireland and Japan. In addition, Gap Inc. is expanding its international presence with franchise agreements for Gap and Banana Republic in Southeast Asia and the Middle East. * * * As reported in the Troubled Company Reporter on Jan. 10, 2007, Fitch has downgraded its ratings on The Gap Inc.'s Issuer Default Rating to 'BB+' from 'BBB-' and Senior unsecured notes to 'BB+' from 'BBB-'. The Rating Outlook is Negative. As reported in the Troubled Company Reporter on Nov. 21, 2006, Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured ratings on San Francisco-based The Gap Inc. to 'BB+' from 'BBB-'. S&P said the outlook is stable. GENERAL MOTORS: GMAC's Mortgage Exposure May Hit GM, Analysts Say ----------------------------------------------------------------- General Motors Corp.'s decision of its delayed fourth quarter earnings filing could reflect in part the toll U.S. mortgage market has taken on its recently divested GMAC Financial Services lending unit, John D. Stoll of the Wall Street Journal reports citing industry watchers. In a statement made by Lehman Brothers auto analyst Brian Johnson, WSJ relates that complications in connection to estimating the value of GMAC's ResCap mortgage unit could cost the company $300 million to $400 million in cash charges in the first half. According to WSJ, GMAC portfolio viewed ResCap as its crown jewel but has fallen under industrywide pressure that has hurt traditionally strong lenders and might have diminished ResCap's value. Mr. Johnson further said in the report that potential provisions for loan losses from subprime mortgages in GMAC's case, might need growth, and residual interest in trading securities might need mark-to-market modifications. GMAC and Cerberus must sort out issues related to ResCap, said GM Chief Financial Officer Fritz Henderson. He concluded that settlements related to the changes in the mortgage industry should be established. GMAC officials were unavailable for comment and Cerberus spokesman Peter Duda refused to comment, WSJ says. GM, as reported in the Troubled Company Reporter last week, expected to have been profitable in the fourth quarter with record revenue, but did not provide figures. GM said it will provide further information on the progress of its financial reporting on February 5, 2007. The company currently anticipated that it will file its annual report on Form 10-K by its due date of March 1, 2007. In addition, GMAC has informed GM that it continues to finalize its financial statements for 2006 and its balance sheet as of Nov. 30, the date of the sale of 51% of the equity of GMAC. As a result, GMAC advised GM that it is not yet able to provide the financial information needed to complete GM's fourth quarter financial results. GM would also restate its financial statements for 2002 through the third quarter of 2006 as a result of these anticipated adjustments related to the deferred tax liabilities, hedging activities and other miscellaneous items. About General Motors Corp. General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the world's largest automaker and has been the global industry sales leader since 1931. Founded in 1908, GM employs about 284,000 people around the world. It has manufacturing operations in 33 countries and its vehicles are sold in 200 countries. GM sells cars and trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. * * * As reported in the Troubled Company Reporter on Dec. 15, 2006, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating and other ratings on General Motors Corp. and removed them from CreditWatch with negative implications, where they were placed March 29, 2006. S&P said the outlook is negative. As reported in the Troubled Company Reporter on Nov. 14, 2006, Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the proposed $1.5 billion secured term loan of General Motors Corp. The term loan is expected to be secured by a first priority perfected security interest in all of the US machinery and equipment, and special tools of General Motors and Saturn Corp. GENERAL MOTORS: Plans to Sell Allison Transmission to Cut Costs --------------------------------------------------------------- General Motors Corp. is considering strategic options for subsidiary Allison Transmission, including a possible sale, in an effort to boost liquidity, Reuters reports. The company, Reuters says, is in the middle of a restructuring effort that focuses on cutting costs and improving cash flow. "This process is another potential step in GM's plan to improve liquidity through the assessment of strategic options for a business that is not central to GM's mission of designing, manufacturing and selling cars and light trucks globally," GM said in a statement cited by Reuters. Indianapolis-based Allison makes transmissions and hybrid propulsion systems for commercial trucks and buses and military vehicles and employs more than 4,000 workers. General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the world's largest automaker and has been the global industry sales leader since 1931. Founded in 1908, GM employs about 284,000 people around the world. It has manufacturing operations in 33 countries and its vehicles are sold in 200 countries. GM sells cars and trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. * * * As reported in the Troubled Company Reporter on Dec. 15, 2006, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating and other ratings on General Motors Corp. and removed them from CreditWatch with negative implications, where they were placed March 29, 2006. S&P said the outlook is negative. As reported in the Troubled Company Reporter on Nov. 14, 2006, Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the proposed $1.5 billion secured term loan of General Motors Corp. The term loan is expected to be secured by a first priority perfected security interest in all of the US machinery and equipment, and special tools of General Motors and Saturn Corp. GLOBAL HOME: Judge Gross Extends Exclusivity Period to April 5 -------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware extended, until Apr. 5, 2007, Global Home Products LLC and its debtor-affiliates' exclusive period to file a chapter 11 plan of reorganization. The Court also extended, until June 6, 2007, their exclusive period to solicit acceptances of that plan. As reported in the Troubled Company Reporter on Jan. 5, 2007, the Debtors told the Court that they are currently devoting a significant amount of time to the potential sale or reorganization of Anchor Hocking, their only remaining operating business group. The Debtors reminded that Court that they have previously sold substantially all of the assets of: * Burnes Group to Gibson, Inc.; and * WearEver businesses to SEB, S.A. and Groupe SEB USA. In addition, the Debtors related that they are continuing their analysis and litigation of administrative and reclamation claims asserted by a number of claimants. They have also rejected a number of burdensome leases and executory contracts which included their former headquarters' lease in Westerville, Ohio. The Debtors assured the Court that the extension is not meant to pressure creditors and in fact, they have begun discussions with the Official Committee of Unsecured Creditors concerning the outline of an exit plan for their chapter 11 cases. Headquartered in Westerville, Ohio, Global Home Products, LLC -- http://www.anchorhocking.com/and http://www.burnesgroup.com/ -- sells houseware and home products and manufactures high quality glass products for consumers and the food services industry. The company also designs and markets photo frames, photo albums and related home decor products. The company and 16 of its affiliates, including Burnes Puerto Rico, Inc., and Mirro Puerto Rico, Inc., filed for Chapter 11 protection on April 10, 2006 (Bankr. D. Del. Case No. 06-10340). Laura Davis Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, represent the Debtors. Bruce Buechler, Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at Pepper Hamilton LLP represent the Official Committee of Unsecured Creditors. Huron Consulting Group LLC gives financial advice to the Committee. When the company filed for protection from their creditors, they estimated assets between $50 million and $100 million and estimated debts of more than $100 million. GLOBAL HOME: Taps Johnson Associates as Compensation Advisor ------------------------------------------------------------ Global Home Products LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ Johnson Associates Inc. as their compensation advisor nunc pro tunc Jan. 9, 2007. Johnson Associates is expected to: a) perform an analysis of the Debtors' proposed management incentive plan and sales bonus plan; b) provide expert testimony, at one or more depositions or hearings related to their chapter 11 cases, regarding their proposed plans, or any modifications to that plans; and c) provide other advisory services as necessary by the Debtors. Jeff Visithpanich, Esq., at Johnson Associates, will bill the Debtors $300 per hour for his work. Mr. Visithpanich discloses that the firm's other professionals bill: Professional Hourly Rate ------------ ----------- Alan Johnson $575 Staff and Associates $155 - $300 Mr. Visithpanich assures the Court that Johnson Associates is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Westerville, Ohio, Global Home Products, LLC -- http://www.anchorhocking.com/and http://www.burnesgroup.com/ -- sells houseware and home products and manufactures high quality glass products for consumers and the food services industry. The company also designs and markets photo frames, photo albums and related home decor products. The company and 16 of its affiliates, including Burnes Puerto Rico, Inc., and Mirro Puerto Rico, Inc., filed for Chapter 11 protection on April 10, 2006 (Bankr. D. Del. Case No. 06-10340). Laura Davis Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, represent the Debtors. Bruce Buechler, Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at Pepper Hamilton LLP represent the Official Committee of Unsecured Creditors. Huron Consulting Group LLC gives financial advice to the Committee. When the company filed for protection from their creditors, they estimated assets between $50 million and $100 million and estimated debts of more than $100 million. GLOBAL HOME: Wants Until July 15 to Remove State Court Civil Suits ------------------------------------------------------------------ Global Home Products LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to further extend until July 15, 2007, the period within which they can remove state court civil actions. Since the Debtors filed for bankruptcy, the Debtors have pondered their efforts to: a) obtain Court approval for the sale of the Burnes Group assets and WearEver assets; b) address issues attendant to that sales; c) consider going forward alternatives for the Anchor Hocking business; d) extend and modify their dip financing; and e) work with key constituencies on issues relating to their cases. Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, tells the Court that the Debtors did not have the opportunity to thoroughly review actions that may be need to be removed from other jurisdictions. The extension, Ms. Laura says, will allow the Debtors to make fully informed decisions in removing each action and will assure that the Debtors won't forfeit valuable rights under Section 1452 of the Bankruptcy Code. Headquartered in Westerville, Ohio, Global Home Products, LLC -- http://www.anchorhocking.com/and http://www.burnesgroup.com/ -- sells houseware and home products and manufactures high quality glass products for consumers and the food services industry. The company also designs and markets photo frames, photo albums and related home decor products. The company and 16 of its affiliates, including Burnes Puerto Rico, Inc., and Mirro Puerto Rico, Inc., filed for Chapter 11 protection on April 10, 2006 (Bankr. D. Del. Case No. 06-10340). Laura Davis Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, represent the Debtors. Bruce Buechler, Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at Pepper Hamilton LLP represent the Official Committee of Unsecured Creditors. Huron Consulting Group LLC gives financial advice to the Committee. When the company filed for protection from their creditors, they estimated assets between $50 million and $100 million and estimated debts of more than $100 million. GLOBAL TEL*LINK: Moody's Affirms Corporate Family Rating at B1 -------------------------------------------------------------- Moody's Investors Service affirmed Global Tel*Link Corporation's B1 Corporate Family, and B1 senior secured ratings following the company's report of its intention to increase the size of its term facility by $10 million and use the additional proceeds for a shareholder distribution. The ratings reflect a B2 probability of default and loss given default assessment of LGD 3, 31% for the senior secured bank debt. The outlook is stable. Ratings Affirmed B1 LGD3, 31%: -- $20 million senior secured revolver due 2012 -- $110 million senior secured term loan due 2013 -- $50 million senior secured delayed draw term loan due 2013 -- $10 million senior secured synthetic L/C facility due 2013 -- $40 million senior secured delayed draw synthetic L/C facility due 2013 Global Tel*Link Corporation, based in Mobile, Alabama, is majority owned by The Gores Group, LLC and provides telecommunications services to correctional facilities. GREENPARK RUNKLE: Case Summary & Largest Unsecured Creditor ----------------------------------------------------------- Lead Debtor: GreenPark Runkle Canyon LLC dba GreenPark Ranch LLC 10073 Valley View Street, #153 Cypress, CA 90630 Bankruptcy Case No.: 07-10233 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- McCadden Development LLC 07-10230 Type of Business: The Debtors are affiliates of GreenPark Group, LLC and California/Nevada Developments. GreenPark Group and California/Nevada filed for chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif. Case Nos. 06-10988 & 06-10989). Chapter 11 Petition Date: January 26, 2007 Court: Central District Of California (Santa Ana) Judge: Erithe A. Smith Debtors' Counsel: Alan J. Friedman, Esq. Irell & Manella LLP 840 Newport Center Drive, Suite 400 Newport Beach, CA 92660 Tel: (949) 760-0991 Total Assets Total Debts ------------ ----------- GreenPark Runkle Canyon LLC $12,064,459 $34,022 McCadden Development LLC $48,967 $1,150,000 A. GreenPark Runkle Canyon LLC's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Stantec Consulting, Inc. Trade $34,022 13980 Collections Center Drive Chicago, IL 60693 B. McCadden Development LLC discloses that it is unaware of any creditors as of its filing. HAROLD LISONBEE: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Harold B. Lisonbee Patricia L. Lisonbee 19234 South Trekker Woods Road Coeur d'Alene, ID 83814 Bankruptcy Case No.: 07-20025 Chapter 11 Petition Date: January 25, 2007 Court: District of Idaho (Coeur d' Alene) Judge: Terry L Myers Debtors' Counsel: Stephen Brian McCrea, Esq. P.O. Box 1501 Coeur d'Alene, ID 83816-1501 Tel: (208) 666-2594 Total Assets: $1,824,659 Total Debts: $1,608,583 Debtors' 10 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Richard Baker $100,000 2010 South Machias Road Snohomish, WA 98290 Sterling Savings Bank Collateral FMV: $33,393 P.O. Box 19247 $22,875 Spokane, WA 99210 Russell and Michelle Breaux $25,000 3610 Green Meadow Drive Flower Mound, TX 75022 United Health Services Collateral FMV: $21,207 Cr Union $17,600 Beneficial Finance $11,405 Aliant Energy Services Inc. $688 Kootenai Medical Center $398 Spokane Eye Clinic $219 Gene George Construction LLC $200 Washington Mutual Card $183 Services HC CARRIBEAN: Must File Plan and Disclosure Statement by March 15 ----------------------------------------------------------------- In a Dec. 18, 2006 status hearing on HC Carribean Chemicals Inc.'s chapter 11 case, the United States Trustee for Region 21 told the U.S. Bankruptcy Court District of Puerto Rico that the Sec. 341 meeting of the Debtor's creditors was held and closed on Dec. 14, 2006. Pursuant to that meeting, the Trustee discloses that the Debtor was requested to amend its statement of financial affairs for these reasons: a) the Debtor's case is a borderline to chapter 7 since the Debtor does not have any money in the bank; b) no tax returns were filed since 1997; and c) the Debtor has attempted to sell its property seven times without success. In this regard, the Court directs the Debtor to file disclosure statement and plan on or before March 15, 2007. The hearing on the disclosure statement will be determined at a later date. The Debtor is also expected to file a corporate resolution. Headquartered in Ponce, Puerto Rico, HC Caribbean Chemicals Inc. sells chemical, industrial, and janitorial cleaning products. The company is the exclusive distributor for Zep Products in Puerto Rico. HC Caribbean filed a chapter 11 petition on October 16, 2006 (Bankr. D. P.R. Case No. 06-03960). Nydia Gonzalez Ortiz, Esq. at Santiago & Gonzalez represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it disclosed more than $100 million in assets and more than $100 million in debts. HEADWATERS INC: Completes Sale of 2.5% Convertible Senior Notes --------------------------------------------------------------- Headwaters Inc. has completed the reported sale of its 2.50% Convertible Senior Subordinated Notes due 2014 in a private offering to qualified institutional buyers under Rule 144A under the Securities Act of 1933. The company sold $160 million in aggregate principal amount of Notes, which includes the full exercise of the over-allotment option. The Notes will be convertible under certain circumstances into a combination of cash and shares of Headwaters common stock at an initial conversion rate of 33.9236 shares per $1,000 principal amount of Notes. This represents a conversion price of approximately $29.48 per share, reflecting a premium of 27.50% to the closing price of $23.12 per share of the company's common stock on Jan. 16, 2007. The Notes bear interest at an annual rate of 2.50%, payable semi-annually, plus certain additional interest under certain circumstances. The Notes may be repurchased, at the option of the holder, prior to maturity upon the occurrence of certain fundamental changes involving Headwaters' common stock. Upon conversion, the company will pay cash up to the principal amount of the Notes converted and shares of common stock to the extent the daily conversion value exceeds the proportionate principal amount based on a 20 trading day observation period. The company will use the net proceeds from the issuance of the Notes to repay a portion of its indebtedness under its senior secured credit facility and other indebtedness. In addition, the company paid from existing cash the approximately $11.8 million net cost of the previously announced convertible note hedge and warrant transactions. These transactions are intended to reduce the dilution to the company's common stock from potential future conversion of the Notes. These transactions will have the effect of increasing the effective conversion price of the Notes to $35 per share, reflecting a premium of approximately 51.4% to the closing price of $23.12 per share on Jan. 16, 2007. The Notes and the common stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Headquartered in South Jordan, Utah, Headwaters Incorporated (NYSE:HW) -- http://www.hdwtrs.com/-- is a diversified growth company providing products, technologies and services to the energy, construction and home improvement industries. Through its alternative energy, coal combustion products, and building materials businesses, the company earns a growing revenue stream that provides the capital needed to expand and acquire synergistic new business opportunities. * * * As reported in Troubled Company Reporter on Jan. 23, 2007, Standard & Poor's Ratings Services assigned its 'B' subordinated debt rating to the proposed $135 million 2.5% convertible senior subordinated notes due 2014 of Headwaters Inc. The notes are to be issued under Rule 144a with registration rights. INDIAN CREEK: Chapter 7 Trustee Hires Luce Forward as Counsel ------------------------------------------------------------- The U.S. Bankrupt Court for the Northern District of California allowed John W. Richardson, the Chapter 7 Trustee overseeing the liquidation of Indian Creek Vineyard Estates, LLC's case, to employ Luce, Forward, Hamilton & Scripps LLP as his counsel. Luce Forward will: a) assist and advise the Trustee concerning investigation, collection and liquidation of potential assets of the estate; b) assist and advise the Trustee regarding any transfers which may be avoidable under the provisions of the Bankruptcy code; c) assist the Trustee in the objection to claims as requested; and d) attend Court hearings as necessary. The firm's professionals bill: Professional Hourly Rate ------------ ----------- Michael A. Isaacs, Esq. $475 Barry Milgrom, Esq. $475 Charles P. Maber, Esq. $450 Diana L. Donabedian, Esq. $330 Nhung Le, Esq. $290 Paralegal $95 To the best of the Trustee's knowledge, Luce Forward does not represent any interest adverse to the Debtor or its estate. Headquartered in Carmel Valley, California, Indian Creek Vineyard Estates, LLC, filed for chapter 11 protection on June 14, 2006 (Bankr. N.D. Ca. Case No. 06-51053). Henry B. Niles, Esq., represents the Debtor in its restructuring efforts. No Official Committee of Unsecured Creditors has been appointed in the Debtor's bankruptcy proceedings. The Debtor's schedules show total assets of $17,011,000 and total debts of $6,868,740. On Dec. 22, 2006, the Court converted the Debtor's chapter 11 case to a chapter 7 liquidation. John W. Richardson was appointed as the Debtor's chapter 7 trustee. LA SPECIALTY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: LA Specialty Properties LLC, LLC 9000 Sunset Boulevard, Suite 510 Los Angeles, CA 90069 Bankruptcy Case No.: 07-10566 Chapter 11 Petition Date: January 24, 2007 Court: Central District Of California (Los Angeles) Judge: Richard M. Neiter Debtors' Counsel: Melvin Teitelbaum, Esq. 5850 Third Street, #338 Los Angeles, CA 90036 Tel: (323) 933-8100 Total Assets: $8,000,001 Total Debts: $7,152,996 The Debtor does not have any unsecured creditors that are not insiders. LBUBS: Fitch Affirms Rating on $5 Mil. Class N Certificates at BB- ------------------------------------------------------------------ Fitch Ratings affirms LBUBS's commercial mortgage pass-through certificates, series 2004-C6: -- $59.8 million class A-1 at 'AAA'; -- $186.1 million class A-1A at 'AAA'; -- $222 million class A-2 at 'AAA'; -- $109 million class A-3 at 'AAA'; -- $60 million class A-4 at 'AAA'; -- $54 million class A-5 at 'AAA'; -- $470.1 million class A-6 at 'AAA'; -- Interest-only class X-CL at 'AAA'; -- Interest-only class X-CP at 'AAA'; -- $13.5 million class B at 'AA+'; -- $23.6 million class C at 'AA'; -- $15.1 million class D at 'AA-'; -- $13.5 million class E at 'A+'; -- $15.1 million class F at 'A'; -- $11.8 million class G at 'A-'; -- $11.8 million class H at 'BBB+'; -- $8.4 million class J at 'BBB'; -- $16.8 million class K at 'BBB-'; -- $1.7 million class L at 'BB+'; -- $6.7 million class M at 'BB'; -- $5.0 million class N at 'BB-'. Fitch does not rate the $3.4 million class P certificate, $1.7 million class Q certificate, $1.7 million class S certificate and $15.1 million class T certificate. The rating affirmations reflect the stable performance and minimal paydown to date. As of the January 2007 distribution date, the pool's collateral balance has paid down 1.5% to $1.32 billion from $1.34 billion at issuance. Five loans have defeased since the last rating action. There are two loans in special servicing. The largest specially serviced asset is a hotel located in Lyndhurst, New Jersey that was assumed without the Lender's consent. The special servicer is working with the new borrower to cure the default. The second specially serviced asset is a hotel located in Southampton, New York. The asset is currently 30 days delinquent and the special servicer has approved a stabilization plan that will bring the loan current. An additional loan is 30 days delinquent and collateralized by a 51,118 square foot office building in Boynton Beach, Florida. Fitch maintains investment-grade credit assessments on seven loans in the trust: -- Northshore Mall -- Westfield North Bridge -- Two Penn Plaza -- 2000 Pennsylvania Avenue -- Pacific Beach Hotel -- GWU Hotel Portfolio -- 1030-1048 Third Avenue The collateral for the Northshore Mall consists of 808,360 square feet in a 1.7 million sq. ft., anchored retail center located in Peabody, Massachusetts, which was built in 1958 and renovated in 1977 and 1993. Third quarter 2006 occupancy was 95%. The Westfield North Bridge loan is a 682,418 sq. ft. regional mall in Chicago, Illinois, which was built in 2000. The whole loan is split into three, pari-passu A-notes; the A-1 and A-2 notes of this loan have been contributed to this transaction. Second quarter 2006 occupancy was 95%. Two Penn Plaza is secured by a 1.5 million sq. ft., class A office property in New York, New York, which was built in 1968 and renovated in 1991. The whole loan has an A-B note structure, both of which are further split into two pari-passu notes; the A-2 note was contributed to this transaction. Second quarter 2006 occupancy was 94.5% 2000 Pennsylvania Avenue is a 362,488 sq. ft. office building located in the Foggy Bottom neighborhood of Washington, DC. Second quarter 2006 occupancy was 92%. Pacific Beach Hotel is secured by an 837-room full-service, beachfront hotel with a 29,223 sq. ft. indoor shopping mall located in Honolulu, Hawaii. Third quarter 2006 occupancy was 85%. The collateral for the George Washington University Hotel Portfolio consists of two, cross-collateralized and cross- defaulted, full-service hotels, located in Washington, DC: the 151-room One Washington Circle Hotel and the 95-room George Washington University Inn. 1030-1048 Third Avenue, 163-165 East 61st Street, 160-162 East 162nd Street is a mixed-use property, comprised of 8,636 sq. ft. ground floor retail portion of the Trump Plaza Apartments, two adjacent residential buildings and a 128-space garage. The property is situated in prime retail space on Third Avenue in the Upper East Side of New York City. LEHMAN XS: Moody's Assigns B2 Ratings on Class A-4 Notes -------------------------------------------------------- Moody's Investors Service has assigned the ratings of A3 to the Class A-1 notes, Baa3 to the Class A-2 notes, Ba3 to the Class A-3 notes, and B2 to the Class A-4 notes issued by Lehman XS NIM Company 2006-GPM8. The notes are backed by residual and prepayment penalty cash flows from an underlying securitization of residential Alt-A, adjustable-rate, negative amortization mortgage loans: GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates, Series 2006-AR8. The cash flows available to repay the notes are significantly impacted by the rate of loan prepayments and the timing and amount of loan losses on the underlying transaction's mortgage pool. Moody's examined various combinations of loss and prepayment scenarios to evaluate the cash flows to the rated notes. These are the rating actions: * Lehman XS NIM Company 2006-GPM8 * Lehman XS Net Interest Margin Notes Series 2006-GPM8 -- Class A-1, Assigned A3 -- Class A-2, Assigned Baa3 -- Class A-3, Assigned Ba3 -- Class A-4, Assigned B2 The notes were sold in privately negotiated transactions without registration under the Securities Act of 1933 under circumstances reasonably designed to preclude a distribution thereof in violation of the Act. The issuance has been designed to permit resale under Rule 144A. LIBERTY TAX: December 15 Balance Sheet Upside-Down by $28.6 Mil. ---------------------------------------------------------------- Liberty Tax Credit Plus LP reported $1.4 million of net income on $3.1 million of total revenues for the third quarter ended Dec. 15, 2006, compared with $4.5 million of net income on $3.2 million of total revenues for the same period in 2005. Rental income decreased approximately 4% for the three months ended Dec. 15, 2006, primarily due to increases in vacancies at three local partnerships partially offset by rental rate increases and decreases in vacancies at two other local partnerships. Total expenses, excluding general and administrative-related parties, operating and repairs and maintenance, remained fairly consistent with a decrease of less than 1% for the three months ended Dec. 15, 2006, as compared to the same period in 2005. General and administrative-related parties expenses decreased approximately $199,000 primarily due to a decrease in partnership management fees and expense reimbursement charges at the Partnership level resulting from the sales of properties. Operating and other expenses decreased approximately $92,000. Repair and maintenance expenses increased approximately $362,000. Income from discontinued operations was $2.7 million for the quarter ended Dec. 15, 2006, compared with $5.7 million for the same period in 2005. At Dec. 15, 2006, the company's balance sheet showed $53 million in total assets, $82.2 million in total liabilities and negative $577,205 in minority interests, resulting in a $28.6 million total partners' deficit. Full-text copies of the company's consolidated financial statements for the quarter ended Dec. 15, 2006, are available for free at http://researcharchives.com/t/s?1905 Going Concern Doubt As reported in the Troubled Company Reporter on July 3, 2006, Trien Rosenberg Rosenberg Weinberg Ciullo & Fazzari LLP, in New York, raised substantial doubt about Liberty Tax Credit Plus LP's ability to continue as a going concern after auditing the Partnership's consolidated financial statements for the year ended March 15, 2006. The auditing firm pointed to the losses, contingencies and uncertainties of the Partnership's three subsidiary partnerships. About Liberty Tax Liberty Tax Credit Plus L.P. (Other OTC: XXLTC.PK) is a limited partnership that invests in other limited partnerships, each of which owns one or more leveraged low- and moderate-income multifamily residential complexes that are eligible for the low- income housing tax credit enacted in the Tax Reform Act of 1986, and to a lesser extent, in local partnerships owning properties that are eligible for the historic rehabilitation tax credit. As of Dec. 15, 2006, the Partnership has disposed of 21 of its 31 original properties. LIFECARE HOLDINGS: Moody's Junks Rating on $150 Mil. Senior Notes ----------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of LifeCare Holdings, Inc. to B3 from B2 and changed the ratings outlook to negative from stable. Moody's also lowered the rating of the company's senior secured credit facilities to B1 from Ba3 and its senior subordinated notes to Caa2 from Caa1. Concurrently, Moody's downgraded LifeCare's Speculative Grade Liquidity Rating to SGL-4 from SGL-2. The downgrade of the Corporate Family Rating to B3 reflects the deterioration of LifeCare's operating performance and credit metrics during 2006 resulting from a combination of the loss of business in the New Orleans market following the effects of Hurricane Katrina and significant cuts in Medicare reimbursement. While the company has ample financial flexibility, LifeCare has not been able to offset the detrimental effects of the aforementioned negative developments. This has led to less elasticity with the covenants in the senior secured credit facility. The ratings also reflect Moody's expectation of continued regulatory scrutiny of Medicare reimbursement to long-term acute care hospitals resulting in reduced financial flexibility given the company's considerable amount of debt. The negative outlook reflects the expectation of continued pressure on the operations of the company resulting from decreased reimbursement and the significant amount of financial leverage. Additionally, Moody's sees very little opportunity for LifeCare to repay debt over the near term as Moody's expects the company to use cash flow and available cash to address the transition of new Medicare admission requirements. The outlook also reflects the expectation of continued focus on LTACH reimbursement by Centers for Medicare and Medicaid Services, which could result in further reductions of Medicare payment rates or further restrictions on patient admission criteria, thereby affecting volume. The downgrade of LifeCare's Speculative Grade Liquidity Rating to SGL-4 from SGL-2 reflects Moody's expectation that LifeCare will have inadequate liquidity through the next four quarters ended Dec. 31, 2007. The SGL-4 rating reflects Moody's expectation for continued deterioration of operating performance and cash flows resulting primarily from the loss of three hospitals in New Orleans and reduced Medicare reimbursement for LTACH services. Moody's believes that the company will generate modestly positive cash flow from operations in the twelve months ending Dec. 31, 2007. However, higher than average levels of capital expenditures associated with the development and transition of the company's HIH facilities affected by the phase-in of Medicare's admission- criteria should result in negative free cash flow. Due to the deteriorating levels of EBITDA, Moody's believes that LifeCare may be in danger of violating its financial covenants as set forth under the terms of the credit agreement. Moody's expects that in the near-term the company may need to renegotiate the financial covenants with the lending banks in order to obtain covenant relief. These are the rating actions: -- $75 million senior secured revolving credit facility due 2011, to B1, LGD3, 30% from Ba3, LGD3, 31% -- $255 million senior secured Term Loan B due 2012, to B1, LGD3, 30% from Ba3, LGD3, 31% -- $150 million 9.25% senior subordinated notes due 2013, to Caa2, LGD5, 84% from Caa1, LGD5, 85% -- Corporate Family Rating, to B3 from B2 -- Probability of Default Rating, to B3 from B2 -- Speculative Grade Liquidity Rating, to SGL-4 from SGL-2 Ratings Outlook, to Negative from Stable Headquartered in Plano, Texas, LifeCare operated 19 long-term acute care hospitals in nine states with a total of 894 licensed beds as of Sept. 30, 2006. The company's facilities included 13 HIH facilities and six free-standing facilities. For the twelve months ended Sept. 30, 2006, the company recognized revenue of approximately $328 million. MAVERICK MATERIALS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Maverick Materials, LLC 504 North Hansbarger Street Fort Worth, TX 76140 Bankruptcy Case No.: 07-40275 Chapter 11 Petition Date: January 26, 2007 Court: Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: R. Lee Barrett, Esq. Forshey & Prostok 777 Main Street, Suite 1290 Fort Worth, TX 76102 Tel: (817) 877-8855 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 Largest Unsecured Creditors. MERRILL LYNCH: Fitch Holds Low-B Ratings on 7 Class Certificates ---------------------------------------------------------------- Fitch Ratings takes these rating actions on Merrill Lynch Credit Corporation mortgage pass-through certificates: Series 2003-D --Class A affirmed at 'AAA'; --Class B-1 affirmed at 'AAA'; --Class B-2 affirmed at 'AA'; --Class B-3 affirmed at 'A'; --Class B-4 affirmed at 'BBB'; --Class B-5 affirmed at 'BB'; Series 2003-E --Class A affirmed at 'AAA'; --Class B-1 affirmed at 'AAA'; --Class B-2 affirmed at 'AA'; --Class B-3 affirmed at 'A'; --Class B-4 affirmed at 'BBB'; --Class B-5 affirmed at 'BB'; Series 2003-F --Class A affirmed at 'AAA'; --Class B-1 affirmed at 'AAA'; --Class B-2 affirmed at 'AA'; --Class B-3 affirmed at 'A'; --Class B-4 affirmed at 'BBB'; --Class B-5 affirmed at 'BB'; Series 2004-1 --Class A affirmed at 'AAA'; --Class M-1 affirmed at 'AA'; --Class M-2 affirmed at 'A'; --Class M-3 affirmed at 'BBB'; --Class B-1 affirmed at 'BB'; --Class B-2 affirmed at 'B'; Series 2004-A1 --Class A affirmed at 'AAA'; Series 2004-A3 --Class A affirmed at 'AAA'; Series 2004-A4 --Class A affirmed at 'AAA'; Series 2004-D --Class A affirmed at 'AAA'; --Class B-1 upgraded to 'AA+' from 'AA'; --Class B-2 upgraded to 'AA-' from 'A+'; --Class B-3 upgraded to 'A-' from 'BBB+'; --Class B-4 upgraded to 'BBB-' from 'BB+'; --Class B-5 upgraded to 'BB-' from 'B+'; Series 2005-A7 --Class A affirmed at 'AAA'; --Class M-1 affirmed at 'AA'; --Class M-2 affirmed at 'A'; --Class M-3 affirmed at 'BBB'; --Class B-1 affirmed at 'BB'; --Class B-2 affirmed at 'B'; and, Series 2005-A9 --Class A affirmed at 'AAA'. The collateral in the aforementioned transactions consists of adjustable-rate mortgages extended to prime borrowers secured by first liens on primarily one- to four-family residential properties. As of the December 2006 distribution date, the transactions are seasoned from a range of 12 to 41 months and the pool factors range from approximately 26% to 91%. At issuance, approximately 40.79%, 31.61% and 27.56% of the mortgage loans for series 2004-A1 were originated or acquired in accordance with the underwriting guidelines of Countrywide Home Loans, Inc., National City Mortgage Co., and Merrill Lynch Credit Corporation, respectively, while series 2004-A3 mortgage loans were originated or acquired in accordance with the underwriting guidelines of Countrywide and series 2004-A4 mortgage loans were originated by Washington Mutual Bank, FA in accordance with the Washington Mutual underwriting guidelines. Washington Mutual Bank, FA, which is rated 'RPS2+' by Fitch, is also the servicer for all of these loans. All of the other mortgage loans were either originated by Merrill Lynch Credit Corporation pursuant to a private label relationship with Cendant Mortgage Corporation or acquired by MLCC in the course of its correspondent lending activities and underwritten in accordance with MLCC underwriting guidelines as in effect at the time of origination. The affirmations reflect a satisfactory relationship between credit enhancement and future loss expectations and affect approximately $3.612 billion of outstanding certificates. The upgrades reflect an improvement in the relationship of CE to future loss expectations and affect approximately $21.5 million of certificates. The CE levels for all upgraded classes have doubled their original enhancement levels since the closing date. MIRANT CORP: Mirant Lovett Wants More Time to File Plan ------------------------------------------------------- Mirant Lovett LLC asks the Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the Northern District of Texas to further extend its exclusive periods to: (i) adopt Mirant Corporation's Plan of Reorganization or to file its own plan until May 16, 2007; and (ii) solicit acceptances of its plan or plans until July 16, 2007. According to Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth, Texas, Mirant New York, Inc., Mirant NY-Gen, LLC, Mirant Bowline, LLC, and Hudson Valley Gas Corporation anticipate meeting the February 15, 2007 Plan-filing Deadline. Mirant Lovett, LLC, however, needs more time to file a plan, Mr. Prostok tells the Court. In July 1999, Mirant Lovett, LLC, purchased three power productions units -- Unit 3, Unit 4, and Unit 5 -- from Orange and Rockland Utilities, Inc. In October 2006, the Bankruptcy Court entered an order authorizing Mirant Lovett and Mirant New York, under certain conditions, to discontinue operations at the Lovett Facility. Subsequently, Mirant New York and Mirant Lovett entered into discussions with the state of New York concerning, among other things, Mirant Lovett's options by which to reduce the maximum emissions of sulfur dioxide and nitrogen oxide to either: (a) discontinue the operations of the Lovett Facility Unit 5 by April 30, 2007, and Lovett Unit 4 by April 30, 2008; or (b) invest in the technology required to reduce the emissions so that the various units at the Lovett Facility are in compliance with the 2003 Consent Decree Mirant Lovett entered into with the New York Attorney General's office and the New York State Department of Environmental Conservation, resolving certain alleged violations of the "new source view" provisions of the Clean Air Act, and certain "repair or replacement" actions taken by Orange and Rockland while it owned the Lovett Facility. The 2003 Consent Decree and the October 2006 Order provide Mirant New York and Mirant Lovett with the flexibility to make alternative decisions in connection with the contained operation of Units 3, 4 and 5 at the Lovett Facility. Currently, Mr. Prostok says, Mirant Lovett is continuing to explore options that would allow Unit 5 to remain in operation past April 30, 2007. Until the likelihood of continued operation has been resolved, Mirant Lovett has difficulty finalizing a plan of reorganization. Mirant Lovett does not anticipate that the issue of continued operation of Unit 5 will be resolved by February 15, 2007 Plan-filing Deadline, Mr. Prostok explains. Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR) -- http://www.mirant.com/-- is an energy company that produces and sells electricity in North America, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. Mirant Corporation filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03- 46590), and emerged under the terms of a confirmed Second Amended Plan on Jan. 3, 2006. Thomas E. Lauria, Esq., at White & Case LLP, represented the Debtors in their successful restructuring. When the Debtors filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. The Debtors emerged from bankruptcy on Jan. 3, 2006. Mirant NY-Gen, LLC, Mirant Bowline, LLC, Mirant Lovett, LLC, Mirant New York, Inc., and Hudson Valley Gas Corporation, were not included and have yet to submit their plans of reorganization. (Mirant Bankruptcy News, Issue No. 112; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). MOSAIC COMPANY: Potential Earnings Loss Cues Fitch's Neg. Watch --------------------------------------------------------------- Fitch Ratings has placed the ratings of The Mosaic Company and its issuing subsidiaries on Rating Watch Negative. The Mosaic Company -- IDR 'BB-'; -- Senior secured revolver rating 'BB+'; -- Senior secured term loan rating 'BB+'; -- Senior unsecured notes rating 'BB'. Mosaic Global Holdings -- IDR 'BB-'; -- Senior unsecured notes'BB'; -- Senior unsecured notes and debentures rating 'BB-'; Phosphate Acquisition Partnership LP -- IDR 'BB-'; -- Senior secured note rating 'BB-'. Mosaic Colonsay ULC -- IDR 'BB-'; -- Senior secured term loan rating 'BB+'. Mosaic reported a new brine inflow at its Esterhazy, Saskatchewan potash mine this morning which could jeopardize long-term earnings and cash flow. Brine is flowing into a mined-out area at Esterhazy at a rate of 20,000 to 25,000 gallons per minute. Although Mosaic has been managing brine inflow at Esterhazy since 1985, the current rate of inflow is more substantial than before. The Negative Rating Watch is driven by the potential loss of long- term earnings from Esterhazy if brine inflow mitigation efforts fail. Abandonment of Esterhazy would have a permanent long-term impact on Mosaic's future earnings and cash flow. Earnings from Esterhazy potash are a significant portion of potash segment earnings. Moreover, Mosaic's potash business has been an important and steady source of income for the company as it struggles to improve its phosphates segment profitability and overall company cash flow. The near-term impact from the flooding is the likely decline in free cash flow available for debt reduction. Mitigation efforts are expected to cost the company $20 million to $40 million in expense, plus some additional capital investment. This unexpected cash use comes at a time when Mosaic is working to improve cash flow and remains highly levered. No insurance receivable is expected to offset expenses related to the mitigation efforts. Mosaic may have to pursue other options if current mitigation efforts fail to stem or eliminate the new brine inflow. Options include continuing with pumping, grouting, and other measures; conversion to a solution mine; or in the extreme case, abandoning the mine. Abandonment or conversion to a solution mine would affect not only Mosaic, but also Potash Corporation of Saskatchewan which receives a portion of potash mined from its reserves at Esterhazy. Negative Rating Watch will likely remain in place until resolution to the new brine inflow is better understood. The Mosaic Company is one of the largest global suppliers of phosphate and potash fertilizers. Mosaic earned approximately $655.9 million in EBITDA on $5.2 billion in revenue LTM Aug. 31, 2006; the company had $2.6 billion in debt at that time. MS 1997-XL1: Fitch Holds Junk Ratings on Class G & H Certificates ----------------------------------------------------------------- Fitch upgrades one class of MS 1997-XL1 as: --$41.5 million class F 2 ?aded to 'AA' from 'BBB-'. In addition, Fitch affirms the remaining classes as: --$102.2 million class A-3 at 'AAA'; --$22.6 million class B at 'AAA'; --$22.6 million class C at 'AAA'; --$45.3 million class D at 'AAA'; --$45.3 million class E at 'AAA', and --Interest Only class X at 'AAA'. The $26.4 million class G remains at 'CCC/DR2', the $406.1 thousand class H remains at 'C/DR6. The A-1 and A-2 classes have been paid in full. The upgrade is due to the reduction in the collateral balance as a result of the disposition of the Westshore Mall property that was previously real estate owned. The disposition resulted in a loss to the transaction of approximately $8.3 million. The balance of the transaction has been reduced by 59.4% since issuance to $306.4 million from $754.5 million. Two loans representing 66.2% of the remaining collateral have defeased. All of the loans in the transaction have expected repayment dates in 2007. The non-defeased collateral now consists of two loans, The Fashion Mall in Indianapolis and The Intercontinental Hotel in Dallas, Texas. Based on annualized September 2006 financial information provided by the servicer, the Fitch year end 2006 stressed debt service coverage ratio on the Fashion Mall was 3x, with net cash flow up 55.9% since issuance. The Mall was 97.5% occupied as of that date, as compared to 87.5% at issuance. This loan still maintains its investment grade credit assessment. The Intercontinental Hotel, while still performing below expectations at issuance, has continued to show improved performance year over year for the past four years. Fitch stressed NCF for YE2006, based on annualized servicer provided financial information through September 2006, was 44.7% above YE2005 NCF. Fitch anticipates the hotel will continue to improve, but the loan continues to be considered below investment grade. Based on the annualized Fitch stressed NCF, the DSCR for the property at YE 2006 was 1.27x as compared to 1.65x at issuance. Fitch's Distressed Recovery ratings, introduced in April 2006 across all sectors of structured finance, are designed to estimate recoveries on a forward-looking basis while taking into account the time value of money. NASDAQ STOCK: Offer Price Hinders Takeover Talks with LSE --------------------------------------------------------- Negotiations between London Stock Exchange PLC and Nasdaq Stock Market Inc. over price of the U.S. exchange's offer for the LSE appear unlikely as each side waits for the other to move first ahead of a looming deadline in the takeover battle, The Wall Street Journal reports. According to the Journal, Nasdaq has been pursuing the operator of Europe's largest stock exchange by market value for almost a year. LSE has resisted, indicating it could do some kind of a deal if the price is right but that Nasdaq's offer of $24.45, for each LSE share isn't worth discussing. Nasdaq says it isn't budging from an offer it views as "full and fair." Nasdaq Chief Executive Bob Greifeld told reporters last week that he isn't expecting negotiations. The Journal relates that under British takeover laws, Nasdaq can increase its offer only if the LSE's board recommends a higher price or if a rival bidder appears. Analysts told WSJ that a rival bidder's sudden appearance is only a distant possibility. Nasdaq, meanwhile, has moved the deadline forward to midnight Saturday for a negotiated price. After that, WSJ says, its offer as it stands is likely to boil down to how many LSE shareholders tender their shares to Nasdaq. Nasdaq owns a 29% stake in the London exchange. Nasdaq's offer expires next month. If its offer expires without Nasdaq getting majority control, "Nasdaq's options are to hold on and be a passive investor, become an activist shareholder or sell their shares in the open market," Rick Wetmore, an analyst at Turner Investment Partners, said in the report. The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the largest electronic equity securities market in the United States with approximately 3,200 companies. * * * In December 2006, Standard & Poor's Rating Services lowered its long-term counterparty credit rating on The Nasdaq Stock Market Inc. to 'BB' from 'BB+'. The 'BB+' rating on Nasdaq's existing bank loan facility, which financed the initial 29% stake in the London Stock Exchange, is affirmed, while the Recovery Rating is revised to '1' from '2'. The ratings were removed from CreditWatch Negative where they were placed on Nov. 20, 2006. S&P said the outlook is stable. At the same time, Standard & Poor's has assigned its 'BB+' bank loan rating to $750 million senior secured Term Loan B, $2 billion senior secured Term Loan C, and $75 million revolver issued by Nasdaq, as well as the $500 million senior secured Term Loan C issued by Nightingale Acquisition Ltd., a U.K.-based subsidiary of Nasdaq. The rating agency has assigned a Recovery Rating of '1', which indicates full recovery of principal in the event of default. In addition, Standard & Poor's has assigned its 'B+' rating to $1.75 billion senior unsecured bridge loan issued by Nasdaq and NAL. Moody's Investors Service assigned in April 2006 ratings to three bank facilities of The Nasdaq Stock Market Inc.: a $750 million Senior Secured Term Loan B, a $1.1 billion Secured Term Loan C, and a $75 million Senior Secured Revolving Credit Facility. Moody's said each facility is rated Ba3 with a negative outlook. NEWCASTLE CDO: Fitch Holds Rating on $16 Mil. Class V Notes at BB ----------------------------------------------------------------- Fitch affirms seven classes of notes issued by Newcastle CDO VII Limited: -- $336,000,000 class I-A floating-rate notes at 'AAA'; -- $21,800,000 class I-B floating-rate notes at 'AAA'; -- $53,000,000 class II floating-rate notes at 'AA'; -- $26,000,000 class III floating-rate deferrable notes at 'A'; -- $20,000,000 class IV-FL deferrable notes at 'BBB'; -- $6,000,000 class IV-FX deferrable notes at 'BBB'; and -- $16,000,000 class V fixed-rate notes at 'BB'. Newcastle CDO VII Limited is a managed collateralized debt obligation that closed on Dec. 20, 2005. Newcastle Investment Corp. selected the initial collateral and serves as the collateral administrator. NCT is currently rated 'CAM1' as a commercial real estate CDO asset manager by Fitch. Newcastle CDO VII has a portfolio composed of approximately 68.2% commercial mortgage- backed securities, 16.2% real estate investment trust debt, and 15.6% residential mortgage backed securities. The affirmations are due to the stable performance of the transaction. The weighted average rating factor has improved slightly but remains 'BBB/BBB-'. The weighted average life decreased to 7.3 years from 8.3 years. All overcollateralization (OC) and interest collateralization tests have remained stable since issuance. There are no defaulted assets in the portfolio. The ratings of the class I-A, I-B, and II notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The ratings of the class III, IV-FL, IV-FX and V notes address the likelihood that investors will receive ultimate and compensating interest payments, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. Fitch will continue to monitor and review this transaction for future rating adjustments. NEWPARK RESOURCES: SEC Filing Prompts Moody's Stable Outlook ------------------------------------------------------------ Moody's Investors Service affirmed Newpark Resources, Inc.'s ratings and changed the rating outlook to stable from negative. The outlook change follows the company's filing of its restated financial statements with the SEC and becoming current on its quarterly financial statement filings. Moody's had maintained a negative outlook on Newpark's ratings due to the concern that the time to complete the financial restatements could be considerable and the possibility that additional issues and concerns would be identified during the process. Newpark restated its financial statements for the last five fiscal years, as well as for the fiscal quarters within 2004 and 2005, due to accounting irregularities related to transactions at Soloco, Inc., one of the company's subsidiaries in its mat and integrated services segment, and improper stock option granting practices. Moody's downgrade of Newpark's Corporate Family Rating to B1 from Ba3 in July 2006 largely reflected its concern that the restatements stemmed from weak corporate governance and internal controls. Moody's notes that Newpark has taken a number of steps to address these governance and internal control failures; however, it is too early to determine the effect of the internal control improvements implemented to date. Moody's also recognizes that the financial impact of the restatements was modest and that no other matters surfaced during the restatement process. The stable rating outlook reflects Moody's expectation that management will grow the company at a measured pace, with capital spending maintained within cash flow, and that market conditions for oilfield services will be supportive over the near-term, albeit weaker than the past two years. Newpark's profitability levels and returns have remained lower than certain key peers during up cycle conditions and its financial leverage exceeds the average of its B1-rated peers. In order for Newpark to strengthen within the B1 rating, the company will need to improve its operating and financial performance through continued focus on cost control and alleviating material weaknesses in internal controls and reduce its financial leverage prior to a cyclical downturn. While a ratings upgrade is unlikely in the near-term, Newpark's ability to demonstrate strong operating performance, fund growth conservatively, reduce financial leverage, and successfully remediate material weaknesses in internal controls could be positive for the rating outlook. On the other hand, Newpark's ratings could come under pressure if the company is unable to sufficiently reduce debt prior to a severe contraction in market demand or is unable to maintain sufficient liquidity in down cycle conditions. The ratings could also be pressured if the company faces material fines or legal liabilities. Newpark's B1 Corporate Family Rating reflects: -- the company's relatively small scale; -- the inherent volatility of the oilfield services sector and the sensitivity of the company's drilling fluids business to the level of drilling activity; -- its continued, albeit improving, geographic concentration in the mature US Gulf Coast market; -- the highly competitive nature of the oilfield service industry; -- the challenges management faces to in order to improve both its profitability and its governance and internal control environment; and, -- the risk of changes in the oilfield waste regulatory environment and potential environmental liability exposure. The B1 rating is supported by: -- the company's product diversification across drilling fluids, mat sales and rentals, and E&P waste treatment; -- its sound and growing market position in drilling fluids; -- the company's relatively low maintenance capital needs; and, -- the company's substantial knowledge and operating experience in the oilfield waste disposal business. Moody's affirmed these ratings of Newpark with a stable outlook: -- B1 Corporate Family Rating; -- B1 Probability of Default Rating; and, -- B2 LGD4, 58% rated senior secured term. Newpark Resources, Inc. is headquartered in Metarie, Louisiana. NICHOLAS-APPLEGATE: Moody's Junks Rating on $10 Mil. Class D Notes ------------------------------------------------------------------ Moody's Investors Service downgraded three classes of notes issued by Nicholas-Applegate CBO II, a collateralized debt obligation issuer: (1) The $32,400,000 Class B Floating Rate Notes Due 2013 -- Prior Rating: A3 and on watch for possible downgrade -- Current Rating: Baa2 (2) The $13,750,000 Class C Floating Rate Notes Due 2013 -- Prior Rating: Baa3 and on watch for possible downgrade -- Current Rating: B1 (3) The $10,000,000 Class D Floating Rate Notes Due 2013 -- Prior Rating: B1 and on watch for possible downgrade -- Current Rating: Caa2 Moody's noted that the rating action reflects a deterioration in the credit quality of the transaction's underlying collateral, consisting of corporate bonds. The transaction has a Weighted Average Rating Factor of 2968, which is failing the covenanted level of 2720. It is also failing the Weighted Average Coupon Test and the Class D Interest Coverage Test. In addition, 14.6% of the portfolio's collateral is rated Caa1 or below, which exceeds the permitted maximum of 5%. NORTEL NETWORKS: Ontario Court Approves $2.5 Billion Settlement --------------------------------------------------------------- The Honorable Warren K. Winkler of the Ontario Superior Court of Justice approved an estimated settlement of $2.5 billion that resolves seven lawsuits in the United States, Ontario, Quebec and British Columbia, as to whether Nortel Networks Corp. misled investors during two separate class periods. The decision follows the approval of the settlement in the two U.S. class actions on Dec. 26, 2006 by the Honorable Richard Berman and Loretta Preska of the U.S. District Court of the Southern District of New York, and moves the settlement one step closer to final approval. The Honorable Harvey M. Groberman of the Supreme Court of British Columbia also approved the settlement on behalf of British Columbia shareholders for the Nortel I class action. The settlement still requires approval by the Quebec Superior Court. Under the settlement, Nortel has agreed to pay $575 million in cash and issue common shares representing 14.5% of its current equity, worth approximately $1.7 billion based on Nortel's current share value. The settlement also includes $228.5 million in payments from Nortel's insurers. Nortel further agreed to contribute one half of any recovery in existing litigation by Nortel against former senior officers who were terminated for cause in April 2004 and to implement certain corporate governance enhancements and to consider others. In approving the settlement, Judge Winkler concluded that the settlement was "fair, reasonable and in the best interests of the class (of Nortel investors)" and provides "the maximum available amount for satisfaction of the claims in total, short of trial". Joel Rochon, Esq., co-lead counsel for the Ontario national class, said, "This settlement represents the largest securities class action settlement in Canadian history and will provide a measure of protection for Canadian shareholders in the future." He added, "We look forward to the rulings by the Quebec Superior Court and to an efficient and timely distribution of cash and shares to all class members thereafter". Peter Jervis, Esq. and George Glezos, Esq., co-counsel in the Ontario class action, commented, "This decision confirms that Ontario courts will protect both the investing public and the integrity of the Canadian capital markets in Canadian securities class actions." Shareholders who purchased Nortel securities during the relevant time periods in Canada outside of Quebec (and in the case of Nortel I, British Columbia) are represented by the Toronto law firms of Rochon Genova LLP and Lerners LLP. About Nortel Networks Based in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- is a recognized leader in delivering communications capabilities that enhance the human experience, ignite and power global commerce, and secure and protect the world's most critical information. Serving both service provider and enterprise customers, Nortel delivers innovative technology solutions encompassing end-to-end broadband, Voice over IP, multimedia services and applications, and wireless broadband designed to help people solve the world's greatest challenges. Nortel does business in more than 150 countries, including in Indonesia, Australia, China, Mexico, Philippines, and Thailand. * * * As reported in the Troubled Company Reporter on Oct. 5, 2006, Moody's Investors Service upgraded its B3 Corporate Family Rating for Nortel Networks Corp. to B2. Dominion Bond Rating Service confirmed the long-term ratings of Nortel Networks Capital Corporation, Nortel Networks Corporation, and Nortel Networks Limited at B (low) along with the preferred share ratings of Nortel Networks Limited at Pfd-5 (low). All trends are Stable. DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt; Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5 (low) Stb Class A, Non-Cumulative Redeemable Preferred Shares. OCA INC: Court Confirms Plan of Reorganization ---------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Louisiana has entered an order confirming OCA, Inc.'s Plan of Reorganization. The Court ruled that OCA had met all of the statutory requirements to confirm its Plan. OCA will complete its restructuring and exit bankruptcy today. "Thanks to the support and loyalty of our affiliated orthodontists, our employees, our vendor community and our lenders, a new OCA is emerging from this restructuring process with a stable platform of affiliated orthodontists and a sound balance sheet," Michael F. Gries, OCA's Chief Restructuring Officer and Interim Chief Executive Officer, said. "The new OCA is well positioned to provide improved services to its clients and to expand its network of affiliated practices." A spokesperson for Silver Point Capital, the new owner of OCA, commented, "OCA provides valuable services that enable orthodontists to focus on their patients and expand their practices. We are pleased to have supported OCA in expeditiously navigating a difficult period. OCA's strong relationships with outstanding orthodontists, coupled with an excellent management team, are among the reasons that we look forward to continuing to actively support OCA's efforts to improve and grow." The action represents a major milestone in OCA's restructuring. As part of the confirmation process, the Court approved OCA's form of new Support Services Agreement that has already been signed by many of its affiliated orthodontists. Terms of the Plan Under the terms of the Plan, the amount of outstanding senior secured indebtedness held by OCA's Senior Lenders will be reduced from approximately $93 million to a $50 million secured term loan. In addition, the Senior Lenders will provide an initial Working Capital Facility of $25 million to OCA, thus ensuring that OCA has additional capital to fund its ongoing operations and business. The Senior Lenders will also receive under the Plan all of the equity of reorganized OCA. The company's unsecured creditors will receive, under the Plan, a cash payment of $3 million and will be eligible to receive additional deferred cash payments up to the full amount of their allowed claims after certain conditions have been satisfied. About OCA Inc. Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/ -- provides a full range of operational, purchasing, financial, marketing, administrative and other business services, as well as capital and proprietary information systems to approximately 200 orthodontic and dental practices representing approximately almost 400 offices. The Debtor's client practices provide treatment to patients throughout the United States and in Japan, Mexico, Spain, Brazil and Puerto Rico. The Debtor and its debtor-affiliates filed for Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No. 06-10179). Three debtor-affiliates also filed for bankruptcy protection on June 1, 2006 (Bankr. E.D. La. Case No. 06-10503). William H. Patrick, III, Esq., at Heller Draper Hayden Patrick & Horn, LLC, represents the Debtors. Patrick S. Garrity, Esq., and William E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC represent the Official Committee of Unsecured Creditors. Carmen H. Lonstein, Esq., at Bell Boyd & Lloyd LLC and Robin B. Cheatham, Esq., at Adams and Reese LLP represent the Official Committee of Equity Security Holders. When the Debtors filed for protection from their creditors, they listed $545,220,000 in total assets and $196,337,000 in total debts. OPIMIAN GROUP: Voluntary Chapter 11 Case Summary ------------------------------------------------ Lead Debtor: Opimian Group, Inc. 2937 Beach Boulevard Gulfport, FL 33707 Bankruptcy Case No.: 07-00458 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Maison Bordeaux, Inc. 07-00459 Type of Business: The Debtors' president, Robert S. Chapman, filed for chapter 11 protection on Aug. 8, 2006 (Bankr. M.D. Fla. Case No. 06-04044). Chapter 11 Petition Date: January 20, 2007 Court: Middle District of Florida (Tampa) Judge: Paul M. Glenn Debtors' Counsel: Bernard J. Morse, Esq. Morse & Gomez PA 119 South Dakota Avenue Tampa, FL 33606 Tel: (813) 301-1000 Fax: (813) 301-1001 Estimated Assets Estimated Debts ---------------- --------------- Opimian Group, Inc. $1 Million to $100,000 to $100 Million $1 Million Maison Bordeaux, Inc. $1 Million to $100,000 to $100 Million $1 Million The Debtors did not file a list of their 20 largest unsecured creditors. PAMELA STOCKFISH: Case Summary & Four Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Pamela L. Stockfish 715 North Live Oak Avenue Glendora, CA 91741 Bankruptcy Case No.: 07-10414 Chapter 11 Petition Date: January 18, 2007 Court: Central District of California (Los Angeles) Judge: Richard M. Neiter Debtor's Counsel: Phillip Myer, Esq. 150 South Los Robles #910 Pasadena, CA 91101 Tel: (626) 793-1562 Total Assets: $1,339,547 Total Debts: $8,244,820 Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Community Hospital of Lawsuit $8,000,000 Long Beach c/o Epps & Yong 333 South Hope Street 35th Floor Los Angeles, CA 90071 Chela Educational Funding, Student loan $7,500 Inc. P.O. Box 25366 Tempe, AZ 85285 Chela Educational Funding, Student loan $5,680 Inc. P.O. Box 25366 Tempe, AZ 85285 Judy McGehee Medical bill $640 1433 East Route 66, #E Glendora, CA 91740 PROPEX INC: Inks Second Amendment to Credit Agreement ----------------------------------------------------- Propex Inc. disclosed in a regulatory filing with the United States Securities and Exchange Commission that on Jan. 26, 2007, it entered into the Second Amendment to Credit Agreement and Limited Waiver with the lenders, BNP Paribas, as Administrative Agent, and the company's parent corporation and certain of its subsidiaries, as Credit Support Parties. The Second Amendment waives the company's compliance with the financial covenants contained in the Credit Agreement for the fourth quarter of 2006 and adjusts the financial covenants for the following five quarters ending March 31, 2008. As reported in the Troubled Company Reporter on Jan. 26, 2007, the company determined that it was likely that, for the quarter ended Dec. 31, 2006, it was not in compliance with one or more of the financial covenants contained in the Credit Agreement, dated as of Jan. 31, 2006, as amended, among the company, the lenders, and BNP Paribas, as Administrative Agent. The company notified the Administrative Agent under the Credit Agreement of the probable non-compliance and has requested that the Administrative Agent approach the lenders with a proposed waiver of this possible event of default and a proposed amendment to the financial covenants in the Credit Agreement for future periods, which the Administrative Agent has agreed to do. A full-text copy of the Second Amendment to Credit Agreement and Limited Waiver dated as of January 26, 2007, is available for free at http://ResearchArchives.com/t/s?1920 Propex Inc. -- http://www.propexinc.com/-- manufactures primary and secondary carpet backing. The company also manufactures and markets woven and nonwoven polypropylene fabrics and fibers used in geosynthetic and a variety of other industrial applications. * * * As reported in the Troubled Company Reporter on Jan. 16, 2007, Moody's Investors Service changed the outlook on Propex Inc.'s long term debt ratings to negative from stable. Moody's affirmed these ratings: the Ba3 LGD3, 30% rating on the senior secured credit facilities consisting of a $50 million revolver due 2011, and the original $260 million term loan due 2012; the Caa1, LGD5, 82% rating on the $150 million senior unsecured due 2012; the B2 Corporate Family Rating; and the B2 Probability of Default Rating. QUIGLEY CO: Wants Pfizer DIP Financing Extended Until August 13 --------------------------------------------------------------- Quigley Company Inc. asks the U.S. Bankruptcy Court for the Southern District of New York for authority to extend its debtor- in-possession financing agreement with Pfizer Inc. until Aug. 13, 2007, for the purpose of confirmation and consummation of its proposed plan of reorganization. The Court previously allowed the Debtor to borrow up to $20,000,000 from Pfizer. The obligation is secured by the collateral granted by the Debtor to Pfizer. The Debtor's authority to access the DIP Facility expires on March 5, 2007. The Debtor will use the additional fund pursuant to an annual budget, a full-text copy of which is available for free at: http://researcharchives.com/t/s?1914 The Court will convene a hearing at 10:00 a.m. on Feb. 27, 2007, to consider the Debtor's request. Objections to the motion are due by Feb. 23, 2007. Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary of Pfizer, Inc., which used to produce and market a broad range of refractories and related products to customers in the iron, steel, glass and other industries. The company filed for chapter 11 protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to resolve legacy asbestos-related liability. Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represent the Debtor in its restructuring efforts. Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed $155,187,000 in total assets and $141,933,000 in total debts. Reorganization Plan Update In August 2006, the Bankruptcy Court rejected the Debtor's Third Amended Plan of Reorganization after the Debtor failed to obtain acceptance of its Third Amended Plan of Reorganization from 75% of the holders of asbestos-related personal injury claims who voted to accept or reject the Plan. That 75% acceptance rate is required to confirm a chapter 11 plan centered around a trust formed under Sec. 524(g) of the Bankruptcy Code to future resolution of asbestos-related claims. The Debtor subsequently sought the Court's reconsideration on its Aug. 9, 2006 order, arguing that the claims voted by holders of asbestos personal injury claims who had entered into prepetition settlements with Pfizer should be reduced by 90% for voting purposes. The Debtor further argued that the Court may not have considered certain direct authority -- including the decisions of at least two Courts of Appeals and the decisions of many other courts following them -- that is in conflict with the Court's ruling. QUIGLEY CO: Asks Court to Move Removal of Actions Period to Aug. 1 ------------------------------------------------------------------ Quigley Company Inc. asks the U.S. Bankruptcy Court for the Southern District of New York to further extend the period within which it may file notices of removal with respect to civil actions pending as of Sept. 3, 2004, through and including the earlier of: a) Aug. 1, 2007; and b) confirmation of the Debtor's plan of reorganization. This is the Debtor's ninth request for extension of the period to remove actions. The Debtor tells the Court that the extension will allow it a chance to make fully informed decisions concerning the removal of prepetition civil actions and will assure that it does not forfeit valuable rights afforded it under Section 1452 of the Bankruptcy Code. The Debtor assures the Court that the rights of its adversaries in the prepetition civil actions will not be prejudiced by the extension, because any party to a removed prepetition civil action may seek to have it remanded to a pertinent state court. The Court will convene a hearing at 10:00 a.m. on Feb. 27, 2007, to consider the Debtor's request. Objections to the motion are due by Feb. 23, 2007. Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary of Pfizer, Inc., which used to produce and market a broad range of refractories and related products to customers in the iron, steel, glass and other industries. The company filed for chapter 11 protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to resolve legacy asbestos-related liability. Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represent the Debtor in its restructuring efforts. Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed $155,187,000 in total assets and $141,933,000 in total debts. Reorganization Plan Update In August 2006, the Bankruptcy Court rejected the Debtor's Third Amended Plan of Reorganization after the Debtor failed to obtain acceptance of its Third Amended Plan of Reorganization from 75% of the holders of asbestos-related personal injury claims who voted to accept or reject the Plan. That 75% acceptance rate is required to confirm a chapter 11 plan centered around a trust formed under Sec. 524(g) of the Bankruptcy Code to future resolution of asbestos-related claims. The Debtor subsequently sought the Court's reconsideration on its Aug. 9, 2006 order, arguing that the claims voted by holders of asbestos personal injury claims who had entered into prepetition settlements with Pfizer should be reduced by 90% for voting purposes. The Debtor further argued that the Court may not have considered certain direct authority -- including the decisions of at least two Courts of Appeals and the decisions of many other courts following them -- that is in conflict with the Court's ruling. SCOTT WILLIAMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Scott Ellis Williams, Jr. Angela Cynthia Williams 1582 Sabina Way San Jose, CA 95118 Bankruptcy Case No.: 07-50199 Chapter 11 Petition Date: January 24, 2007 Court: Northern District of California (San Jose) Judge: Roger L. Efremsky Debtors' Counsel: Charles E. Logan, Esq. Law Offices of Charles E. Logan 95 South Market Street #660 San Jose, CA 95113 Tel: (408) 995-0256 Total Assets: $767,280 Total Debts: $1,869,558 Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Solano Truck Center Two promissory notes $616,993 Superior Truck & Body Expires 09/01/07 and Mike Caraway 09/01/11 4887 Eureka Road Sonoma, CA 95476 SBA Loan/Wells Fargo Promissory note $418,569 P.O. Box 659700 Expires on 06/01/09 San Antonio, TX 78286 Eric Ramirez Personal nonbank $50,000 1149 Roewill Drive, #1 loan for business San Jose, CA 95117 Wells Fargo $14,954 MNBA America $10,276 Home Depot $9,806 Employment Development Dept. $8,557 Beneficial $7,156 State Board of Equalization $7,113 GC Services Limited $7,003 Partnership Internal Revenue Service $6,579 Blue Shield of California Past due on $5,616 premium of policies for business Home Depot $4,909 NCO Financial System, Inc. $4,670 Mohler, Nixon and Williams Legal services $4,168 Best Buy Company $3,733 Bragg Family Chiropractic $3,500 Chevron Products Company $3,462 Interstate Batteries $3,165 LTD Financial Services $3,150 Citibank SCOTTISH RE: Rejects Brandes Investment's Proposal -------------------------------------------------- Brandes Investment Partners, L.P., disclosed that on Jan. 19, 2007, it reviewed the terms of the investment proposed by Cerberus Capital Management, L.P. and MassMutual Capital Partners, LLC to Scottish Re Group Limited and agreed to by Scottish Re's Board of Directors. In light of objections to the Investment Transaction, on Jan. 11, 2006, Brandes, on behalf of its clients who own approximately 2.63% of Scottish Re shares, sent a letter to Scottish Re asking its Board to consider an alternative shareholder-backed rights offering In response to the Proposal, on Jan. 18, 2007, Brandes received a letter from Scottish Re indicating that the company did not consider the Brandes' proposal to be superior to the Investment Transaction and that it would not be pursuing the Proposal further. Brandes believes the objections set forth in the Rejection Letter are without substance, and that Scottish Re has not identified genuine impediments to the pursuit of a shareholder-backed rights offering. About Brandes Brandes Investment Partners L.P. is a U.S. registered investment advisor. Located in San Diego, California, Brandes managed around $117 billion on behalf of institutional and individual investors, as of Dec. 31, 2006. About Scottish Re Scottish Re Group Ltd. -- http://www.scottishre.com/-- provides reinsurance of life insurance, annuities and annuity- type products through its operating companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland, Grand Cayman, and Windsor, England. At March 31, 2006, the reinsurer's balance sheet showed $12.2 billion assets and $10.8 billion in liabilities. * * * Moody's Investors Service continues to review the ratings of Scottish Re Group Ltd. with direction uncertain following the announcement by the company that it has entered into an agreement to sell a majority stake to MassMutual Capital Partners LLC, a member of the MassMutual Financial Group and Cerberus Capital Management, L.P., a private investment firm. Ratings under review include Scottish Re Group Ltd.'s senior unsecured debt which is rated at Ba3 and preferred stock rated at B2. Standard & Poor's Ratings Services has also revised the CreditWatch status of its ratings on Scottish Re Group Ltd., Scottish Re's operating companies, and dependent unwrapped securitized deals to positive from negative. Scottish Re has a 'CCC' counterparty credit rating, and Scottish Re's operating companies have 'B+' counterparty credit and financial strength ratings. These ratings were placed on CreditWatch negative on July 31, when Scottish Re announced poor second-quarter results and that liquidity was tight. Fitch Ratings added that Scottish Re Group Ltd.'s ratings remain on Rating Watch Negative following the announcement that SCT has entered into an agreement which will result in a new equity investment into the company of $600 million. SCT's ratings were placed on Rating Watch Negative on July 31, due to concerns regarding the company's ability to repay $115 million of senior convertible notes that are expected to be put to the company on Dec. 6. Ratings on Rating Watch Negative include the company's BB issuer default rating and the BB- rating on its 4.5% $115 million senior convertiblenotes. A.M. Best Co. has downgraded the Financial Strength Rating to B from B+ and the issuer credit ratings to "bb+" from "bbb-" of the primary operating insurance subsidiaries of Scottish Re Group Ltd. A.M. Best has also downgraded the ICR of Scottish Re to "b" from "bb-" and all of Scottish Re's debt ratings. All ratings remain under review with negative implications. SIGNAL PROCESSING: Receives Nasdaq Common Stock Delisting Notice ---------------------------------------------------------------- Spectrum Signal Processing Inc. has received a January 23 notice of a Nasdaq Staff Determination citing that the company is not in compliance with Rule 4310(c)(4) of the Nasdaq Marketplace rules. As a result, the company's common stock is subject to delisting from the Nasdaq Capital Market effective Feb. 1, 2007 unless the company appeals Staff's determination to a Nasdaq Listing Qualifications Panel. The company intends to file an appeal. The company had been notified on July 26, 2006 that it was not in compliance with the minimum $1.00 closing bid price requirement set forth in Marketplace Rule 4310(c)(4) for continued Nasdaq Capital Market listing. In accordance with Marketplace Rule 4310 (c)(8)(D), the company was provided with 180 calendar days, or until Jan. 22, 2007, to regain compliance with the Minimum Bid Price Rule. The company has not regained compliance with the Minimum Bid Price rule and is not eligible for an additional 180- day compliance period given that it does not meet the Nasdaq Capital Market initial inclusion requirements set forth in Marketplace Rule 4310(c). The company intends to request an appeal hearing with a Nasdaq Listing Qualifications Panel. A hearing request will stay the delisting of the company's common stock pending the Panel's decision. The hearing date will be determined by Nasdaq, however, it is expected to occur within 45 calendar days from the date of the company's request. At the hearing, the company must provide Nasdaq with a plan to regain compliance with Nasdaq's initial inclusion requirements or Minimum Bid Price Rule. If the company decides not to appeal the Nasdaq Staff's delisting determination, or if the Panel denies the appeal, the company's common stock will be delisted from the Nasdaq Capital Market. If the company's stock is delisted from the Nasdaq Capital Market, the company believes that its common stock will be eligible to trade in the United States on the OTC Bulletin Board or in the "Pink Sheets", though any such trading will require one or more market makers to file and have approved an application to register in and quote the company's common stock. The company will remain listed with and its shares traded on the Toronto Stock Exchange independent of any delisting determination from the Nasdaq stock market. About Spectrum Signal Based in Columbia, Maryland, Spectrum Signal Processing Inc. (TSX: SSY)(NASDAQ: SSPI) -- http://www.spectrumsignal.com/-- is a supplier of software-defined platforms for defense electronics applications. The company provides applications engineering services and modified commercial-off-the-shelf platforms to the US Government, its allies and its prime contractors. The company's products and services are optimized for military communications, signals intelligence, surveillance, electronic warfare and satellite communications applications. * * * As indicated in the going concern paragraphs in its consolidated financial statements for the three and nine-month period ended Sept. 30, 2006, Spectrum Signal had a net loss of $642,000 and experienced $816,000 of negative cash flows from operations for the quarter ended Sept. 30, 2006. The company is dependent upon the continued market acceptance of its products, sufficient financing, continued support of creditors and shareholders, and achievement of profitable operations. SIL CLEAN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: SIL Clean Water LLC 800 Roosevelt Road, Suite B-214 Glen Ellyn, IL 60137 Bankruptcy Case No.: 07-01127 Chapter 11 Petition Date: January 23, 2007 Court: Northern District of Illinois (Chicago) Judge: Jacqueline P. Cox Debtor's Counsel: Joy E. Levy, Esq. Arnstein & Lehr LLP 120 South Riverside Plaza, Suite 1200 Chicago, IL 60606 Tel: (312) 876-7880 Fax: (312) 876-0288 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Dominion Virginia Power $20,947 P.O. Box 26543 Richmond, VA 23290-0001 Benchmark Bldg. & Irrg., Inc. $7,618 P.O. Box 68 Murfreesboro, NC 27855 Shenandoah Valley Electrical $6,445 Coop EnviroCompliance Laboratories $4,508 Trumbo Electric, Inc. $1,274 Top bead Welding Service, $751 Inc. Green Earth LLC $134 USA BlueBoook $116 Intouch Communications $84 Town of Timberville, VA $68 Shenandoah Valley Water & $33 Coffee Co The Bank of New York $0 Cargill Turkey Products, Notice only Unknown Inc. Ford Credit Secured value: Unknown $5,200 Gilmer Industries Unknown Pilgrim's Pride Corporation Notice only Unknown Pilgrim's Pride Corporation Notice only Unknown Rockingham County Treasurer Unbilled 2007 Unknown Property taxes Sheaffer International LLC Management services Unknown Sheaffer International LLC Engineering design Unknown service SILICON VALLEY: Fitch Rates $8.9 Million Series 2007D Bonds at B ---------------------------------------------------------------- Fitch assigns ratings to the Silicon Valley Tobacco Securitization Authority's issuance of tobacco settlement asset-backed bonds on behalf of Santa Clara County Tobacco Securitization Corporation: Series 2007 turbo capital appreciation term bonds -- $43,604,065 series 2007A, due June 1, 2036 'BBB'; -- $11,339,136 series 2007A, due June 1, 2041 'BBB'; -- $13,617,538 series 2007A, due June 1, 2047 'BBB'; -- $4,407,579 series 2007B, due June 1, 2047 'BBB-'; -- $20,160,692 series 2007C, due June 1, 2056 'BB'; and, -- $8,901,000 series 2007D, due June 1, 2056 'B'. The ratings of the above bonds address the issuer's ability to pay the accreted value of the series 2007 bonds by their legal final maturity dates as referenced above. The collateral securing the series 2007 bonds consists of the authority's rights under a loan agreement with the corporation. The loan agreement is secured by the county's share of the state's tobacco settlement revenues received under the California Consent Decree. Pursuant to the Purchase and Sale Agreement dated Jan. 1, 2007 between the County of Santa Clara, and the corporation, the county agrees to sell, and the corporation agrees to purchase on the closing date the County Tobacco Assets to the extent consisting of or relating to amounts due to the County from and after Jan. 1, 2026; or an amount equal to $100,000 increased by 3% each year of the first revenues received from County Tobacco Assets beginning in 2009 through and including 2025; and the County Tobacco Assets to the extent consisting of or relating to the applicable percentage set forth in Exhibit A of the Purchase and Sale Agreement on a pari passu pro rata basis of any Lump Sum Payments made during the period from and after the Closing Date and before Jan. 1, 2026. Collectively, the Post-2025 Sold Tobacco Assets, the Pre-2026 Sold Tobacco Assets and the Lump Sum Sold Tobacco Assets constitute the Sold County Tobacco Assets. The issuer, Silicon Valley Tobacco Securitization Authority, is a public entity created by a Joint Exercise of Powers Agreement, dated as of Dec. 1, 2007 between the County and El Camino Hospital District. The Authority is a separate entity from its Members, and its debts, liabilities and obligations do not constitute debts, liabilities and obligations of the Members. Santa Clara County Tobacco Securitization Corporation is a special purpose nonprofit public benefit corporation organized under the California Nonprofit Public Benefit Corporation Law. The County of Santa Clara is a political subdivision in the State of California and is a separate entity from the Authority and the Corporation. The assigned ratings are based on the bond structure and credit quality of the underlying collateral securing the loan agreement, which consists of annual payments and strategic contribution payments by the three largest domestic tobacco manufacturers: Philip Morris Inc., Reynolds American Inc., and Lorillard Tobacco Co., under a master settlement agreement entered into with the attorneys general of 46 states, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, the Commonwealth of Northern Mariana Islands, American Samoa, and Guam. Fitch's view of the credit quality of the collateral takes into account two fundamental characteristics of the MSA: 1.) since payments under the MSA are based on the relative market share of the domestic tobacco manufacturers, the payment obligation can be considered an industry obligation, which Fitch currently deems to be rated 'BBB-'; and, 2.) the MSA should survive the bankruptcy of a domestic tobacco manufacturer, making it more likely that the manufacturer would continue to make payments under the MSA ahead of its unsecured indebtedness. These are the major characteristics of the MSA that support and, at the same time, limit the rating of the tobacco settlement senior bonds to 'BBB'. Accordingly, the rating on this transaction is linked to and will move with Fitch's future assessment of the tobacco industry's overall credit quality. The credit quality of the industry, in turn, will be significantly influenced by the underlying ratings of the three major domestic tobacco manufacturers and Fitch's view of the relative strength of those three manufacturers within the overall domestic tobacco industry. SMART WORLD: Court Confirms Panel's Chapter 11 Plan of Liquidation ------------------------------------------------------------------ The Honorable Cornelius Blackshear of the U.S. Bankruptcy Court for the Southern District of New York confirmed the Amended Chapter 11 Plan of Liquidation for Smart World Technologies, LLC, and its debtor-affiliates filed by the Official Committee of Unsecured Creditors. Overview of the Plan As reported in the Troubled Company Reporter on Sept. 19, 2006, The Committee told the Court that its Plan calls for liquidation, rather than reorganization, of the Debtors, and is predicated upon the Juno Settlement. The Committee related that proceeds of the Juno Settlement will constitutes the vast majority of funds available for distribution to creditors under the Plan. The Committee further said that since the sale of the FW subscriber base to Juno, the Debtors have not had any business operations and for the past six years have involved, almost exclusively, litigation of the claims and issues arising out of the Term Sheet. Under the Juno Settlement, Juno will pay the Debtors: * $6,250,000 if there is an appeal from the Confirmation Order, which shall include provisions approving the Juno Settlement, or * $6,500,000 if there is no appeal. Treatment of Claims Under the plan, Allowed Administrative Claims, Allowed Fee Claims, Allowed Priority Tax Claims, and Allowed Priority Non-Tax Claims, will be paid in full and in cash. The Committee tells the Court that approximately $21,126,717 in Claims were filed or scheduled as Secured Claims. The Committee however does not believe that any of these Secured Claims are secured as to the proceeds of the Juno Settlement. The Committee intends to object to all these Claims, seeking to either expunge or reclassify all the Claims. The Committee says that if there are any Allowed Secured Claims, each holder will receive treatment that leaves unaltered the legal, equitable and contractual rights of the holder of the Allowed Secured Claim; or less favorable treatment as the Committee or Plan Administrator and the holder of the Secured Claim may agree upon. Holders of Allowed General Unsecured Claims will receive either: (i) their Ratable Share of the Distribution Fund in accordance with the provisions set forth in Section 7.6 of the Plan; or (ii) less favorable treatment as the Committee or the Plan Administrator and the holder of the General Unsecured Claim may agree upon. Holders of interests in the Debtors will receive nothing under the plan and those interests will be cancelled. About Smart World Smart World Technologies, LLC, developed a distribution system designed to channel subscribers to Freewwweb, LLC, a subsidiary and an Internet Service Provider. The Company and its debtor- affiliates filed for chapter 11 protection on June 29, 2000 (Bankr. S.D.N.Y. Case No. 00-41645). Dennis J. O'Grady, Esq., at Riker, Danzig, Scherer Hyland et al., in Morristown, New Jersey, represents the Debtors. Laurence May, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in New York City, serves as counsel to the Official Committee of Unsecured Creditors. SOLUTIA INC: Seeks May 7 Deadline to File Notices of Removal ------------------------------------------------------------ Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to enter an order pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy Procedure extending the time within which they can file notices of removal of civil actions and proceedings from Feb. 5, 2007, through and including May 7, 2007. Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York, tells the Court that the Debtors continue to review their files and records to determine whether to remove a number of civil causes of action pending in state or federal court to which it might be parties. Mr. Henes states that the Debtors' key personnel and legal department are assessing the civil actions while being actively involved in the Debtors' Chapter 11 cases. Additional time to consider filing notices of removal in the Civil Actions is required, Mr. Henes asserts. The rights of any party to the Civil Actions will not be prejudiced by the extension, Mr. Henes assures the Court. Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher, LLP. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. (Solutia Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). SOLUTIA INC: Balks at Panel's Intervention in Calpine Arbitration ----------------------------------------------------------------- Calpine Central, L.P., and Decatur Energy Center, LLC, along with Solutia, Inc., oppose the Official Committee of Unsecured Creditors' request to intervene in the arbitration between Calpine and Decatur, on one hand, and Solutia, on the other. On behalf of Solutia, M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP, in New York, notes that a private arbitration is overseen by an independent panel of arbiters, and run in accordance with Conflict Prevention & Resolution rules and procedures. During the arbitration proceeding, Solutia has freely and openly communicated with counsel for the Creditors Committee on an informal basis concerning Solutia's objections to the contested claims of Calpine and Decatur, and significant developments in the arbitration proceeding. Given the Creditors Committee's knowledge of and informal involvement in the arbitration proceeding from its inception, the Motion to Intervene is not timely, Ms. Labovitz asserts. Although the Creditors Committee has represented in its Motion that it "does not seek delay," the intervention causes substantial risk of delay either by the Committee or by other parties-in-interest who may seek to follow the Committee's example and intervene in the arbitration, Ms. Labovitz states. The Creditors Committee has failed to demonstrate that its interests are not being adequately protected, Ms. Labovitz points out. Solutia is aggressively prosecuting its objection to the Contested Claims, and the Creditors Committee has indicated no disagreement as to Solutia's handling of the case, she maintains. The Creditors Committee is seeking an order amending the contract between Solutia and Calpine. Hence, according to Ms. Labovitz, the arbitration panel, whose power is limited by the contract, may not recognize the Creditors Committee or understand either the Creditors Committee's role in the bankruptcy case or the role it proposes to play in the arbitration. Intervention may result in litigation and confusion before the arbitration panel regarding issues as to whether Solutia or the Creditors Committee is the proper party prosecuting the objection of the Contested Claims, she contends. Eliot Lauer, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York, attorney for Calpine, argues that non-signatories to arbitration agreements have no right to participate in the arbitration. Neither the Rule 24(a)(2) of the Federal Rules of Civil Procedures nor Section 1109(b) of the Bankruptcy Code alters the general rule, Mr. Lauer asserts. He notes, the non-signatory may ask the parties' permission to participate, but absent all parties consenting, may not intervene before the arbitral panel. Instead, the non-signatory must wait until the arbitration enters the judicial system, Mr. Lauer says. Moreover, the Creditors Committee has not satisfied the elements for intervention under Civil Rule 24(a)(2), Mr. Lauer notes. The U.S. Bankruptcy Court for the Southern District of New York should not permit intervention pursuant to Section 105(a), he asserts. Solutia and Calpine have already agreed upon a detailed scheduling order in the arbitration proceeding. Solutia and Calpine have spent three and a half months engaging in discovery and are now in the midst of depositions of witnesses to be followed by expert discovery. Permitting the Creditors Committee to intervene at this point in the arbitration as a "formal party to the arbitration" will be highly prejudicial to Calpine and Decatur, Mr. Lauer adds. Moreover, the Creditors Committee's intervention in the private arbitration will lead to increased expenses and inevitable delays, Mr. Lauer insists. Furthermore, the Creditors Committee offers no explanation of what benefit its intervention will provide to Solutia's estate. Solutia is also concerned that the Court does not have the authority to authorize the intervention, and that any order authorizing the intervention will cause further litigation in the arbitration. Calpine and Solutia ask the Court to deny the Creditors Committee's request. As reported in the Troubled Company Reporter on Jan. 18, 2007, before it filed for bankruptcy, Solutia entered into a series of 20-year term contracts scheduled to commence in 2002, with Calpine Central, Calpine Power Services Company, and Decatur pursuant to which Calpine built a natural gas co-generation facility on land leased from Solutia at Solutia's plant in Decatur, Alabama. Calpine and Solutia, however, agreed to delay commencement of performance until June 1, 2004, because of the unanticipated increase in natural gas prices. In 2004, Solutia determined that the then-current and forecasted price of natural gas rendered it more cost-effective for Solutia to return to its historical practice of purchasing energy of the Decatur plant from the Tennessee Valley Authority and generating its own steam, rather than buying energy and steam from Calpine. On May 13, 2004, Solutia filed a motion seeking to reject certain Contracts. The Court entered a stipulated order on May 24, 2004, settling the motion and approving the rejection of certain Contracts. Calpine was permitted to submit proofs of claim for damages allegedly resulting from the rejection of the Contracts. Solutia objected to two of the three claims filed by Calpine for damages relating to the Rejected Contracts. Both claims aggregate $382,717,333. The Court entered an order dated November 2005, compelling arbitration of the contested claims of Calpine Central and Decatur. The parties agreed to stay the Arbitration to conduct settlement negotiations; however, no resolution materialized between the parties and, consequently, the Arbitration will proceed. The Creditors Committee then sought and obtained approval, in August 2006, to retain conflicts counsel to represent the interests of unsecured creditors in the Arbitration. The Creditors Committee and the Debtors have consulted extensively about the merits of the Arbitration, and the Debtors have granted the Creditors Committee access to documents produced in the Arbitration. John J. Jerome, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania, conflicts counsel to the Creditors Committee, told the Court that the outcome of the Arbitration will affect the ultimate recoveries available to unsecured creditors, therefore, it is essential for the Creditors Committee to become a formal party to the Arbitration in order to assert and protect the interests of the unsecured creditors. The Creditors Committee's request to intervene is also timely as the Arbitration remains in the early stages -- fact discovery is ongoing and the deadline to disclose experts and exchange expert reports is in late March 2007. The Arbitration hearing is not until August 27, Mr. Jerome noted. The Creditors Committee does not intend to raise new issues, assert new or different objections to the Calpine Claims, or take any other actions that would adversely affect the scheduling order entered by the Arbitration Panel in September 2006. Moreover, no party will be prejudiced by the intervention, Mr. Jerome said. He clarified that the Committee merely seeks to ensure that its constituents' interests are represented. Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -- http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Allen E. Grimes, III, Esq., at Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson, Dunn & Crutcher, LLP. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. (Solutia Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). TERRA CAPITAL: Fitch Rates Proposed Senior Unsecured Notes at B+ ---------------------------------------------------------------- Fitch Ratings has assigned a 'B+/RR4' rating to Terra Capital, Inc.'s proposed senior unsecured notes due 2017 and revised the Rating Outlook to Positive from Stable. Additionally, Fitch has affirmed the ratings of Terra Industries, Inc. and its issuing subsidiaries as follows: Terra Industries --Issuer Default Rating at 'B+'; and, --Convertible preferred shares at 'B-/RR6'. Terra Capital --IDR at 'B+'; --Senior secured credit facility rating at 'BB+/RR1'; --Senior secured notes at 'BB+/RR1'; and, --Second priority senior secured notes at 'BB+/RR1'. Terra Nitrogen, L.P. --IDR at 'B+'; and, --Senior secured credit facility rating at 'BB+/RR1'. Terra Capital recently rpeorted a debt tender offer for its outstanding $200 million 12-7/8% senior secured notes due 2008 and $131.3 million 11-1/2% second priority senior secured notes due 2010. The tender offer will be financed with balance sheet cash and proceeds from a new $330 million 10-year senior unsecured notes issuance. Additionally, the maturities of Terra Capital's $150 million senior secured credit facility and Terra Nitrogen's $50 million senior secured credit facility will be extended by four years to 2012. Ratings for the 12-7/8% senior secured notes and 11-1/2% second priority senior secured notes would be withdrawn if all outstanding notes are redeemed through Terra's tender offer. The refinancing, once complete, is expected to reduce Terra's annual cash interest expense and extend maturities. Lower interest expense and extended maturities may help Terra better manage future cyclical downturn conditions. Total debt would be flat as a result of the refinancing transactions. If the tender offer is successful and all the secured notes are redeemed, the second lien on working capital would be released and there would be no liens on long-term assets. Terra Capital's senior secured credit facility would only be secured by working capital not securing Terra Nitrogen's credit facility. The 'B+/RR4' rating on Terra Capital's proposed senior unsecured notes is equal to the IDR. The rating reflects an estimated principal recovery between 31% and 50%, assuming adjustments to working capital and property, plant, and equipment for the potential contribution of United Kingdom assets to a joint venture with Kemira GrowHow Oyj. The rating on the new notes could change if the final terms of the new senior notes differ materially from the preliminary terms and conditions considered for the rating. An IDR of 'B+' for Terra and its issuing subsidiaries reflects the company's: -- good market positions in the U.S. and U.K. nitrogen fertilizer markets; -- highly cyclical earnings and cash flow; -- narrow product portfolio; exposure to volatile natural gas costs; and, -- manageable debt level. The Positive Rating Outlook reflects Fitch's expectations for strong financial performance in 2007 due to encouraging market dynamics. Fertilizer demand should increase year-over-year in 2007 if planted corn acreage increases in the U.S. this spring. Higher corn prices, low corn inventories, and growing corn use for ethanol all support increases in corn acreage this year. The major risks to this scenario are the weather and volatile natural gas prices. Fitch forecasts that Terra's operating EBITDA-to-gross interest expense could increase to more than 7x while total debt-to-operating EBITDA declines to under 2x for 2007 with substantially stronger year-over-year earnings improvement, greater cash flow and flat debt levels. Terra Industries is a major North American fertilizer company. Terra earned approximately $121 million in EBITDA on $1.9 billion in revenue as of the latest 12 months ended Sept. 30, 2006; the company had $360.2 million of total debt with equity credit and $122.2 million of cash and cash equivalents at that time. Fitch's Recovery Ratings are a relative indicator of creditor recovery prospects on a given obligation within an issuers' capital structure in the event of a default. TERRA CAPITAL: S&P Rates Proposed $330 Million Senior Notes at BB- ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Terra Industries Inc. to 'BB-' from 'B+'. At the same time, Standard & Poor's assigned a 'BB-' rating to Terra Capital Inc.'s proposed $330 million senior unsecured notes due 2017. Terra Capital is a wholly owned subsidiary of Terra Industries. The outlook is stable. Terra will use proceeds from the unsecured notes, along with approximately $45 million in cash, to pay down existing senior secured notes. At Sept. 30, 2006, the company had $594 million in debt including convertible preferred shares exchangeable into subordinated debentures, the capitalized value of operating leases, and tax-adjusted postretirement benefits obligations. "The upgrade reflects Terra's progress toward improving both its financial profile and competitive position, and our expectation for a meaningful further strengthening of the financial profile in 2007 as a result of improving nitrogen demand and pricing opportunities," said Standard & Poor's credit analyst Paul Kurias. "In particular, we expect funds from operations to total adjusted debt to remain near or above 25% over a cycle." Standard & Poor's also expects management to maintain a financial policy that factors in the cyclicality associated with the nitrogen fertilizer business and to maintain satisfactory liquidity, consistent with the current ratings. The ratings on Sioux City, Iowa-based Terra Industries reflect a weak business position including a narrow scope of operations in nitrogen fertilizer, a cyclical, highly competitive, commodity business with margins susceptible to variable demand trends and input cost volatility. Partially offsetting these risks are Terra's position as a leading player in the U.S. nitrogen market, favorable demand prospects in the long term, and the company's adequate cash flow protection measures and liquidity, backed by a prudent financial policy. Terra produces mainly nitrogen fertilizer at facilities in the U.S. and Europe. The company also participates in an existing joint venture in Trinidad that benefits from low-cost natural gas with the potential to pursue a second joint venture nitrogen facility in the same country. Terra's proposed joint venture in Trinidad could potentially reduce the impact of natural gas price volatility on margins. If the company pursues the proposed venture, Standard & Poor's will factor into its rating the potential for a somewhat stronger business profile because of access to relatively low-cost natural gas at the facility. This would improve Terra's ability to weather future downturns and offset at least some of the potential negative impact to the financial profile. TERRA INDUSTRIES: S&P Lifts Corp. Credit Rating to BB- from B+ -------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Terra Industries Inc. to 'BB-' from 'B+'. At the same time, Standard & Poor's assigned a 'BB-' rating to Terra Capital Inc.'s proposed $330 million senior unsecured notes due 2017. Terra Capital is a wholly owned subsidiary of Terra Industries. The outlook is stable. Terra will use proceeds from the unsecured notes, along with approximately $45 million in cash, to pay down existing senior secured notes. At Sept. 30, 2006, the company had $594 million in debt including convertible preferred shares exchangeable into subordinated debentures, the capitalized value of operating leases, and tax-adjusted postretirement benefits obligations. "The upgrade reflects Terra's progress toward improving both its financial profile and competitive position, and our expectation for a meaningful further strengthening of the financial profile in 2007 as a result of improving nitrogen demand and pricing opportunities," said Standard & Poor's credit analyst Paul Kurias. "In particular, we expect funds from operations to total adjusted debt to remain near or above 25% over a cycle." Standard & Poor's also expects management to maintain a financial policy that factors in the cyclicality associated with the nitrogen fertilizer business and to maintain satisfactory liquidity, consistent with the current ratings. The ratings on Sioux City, Iowa-based Terra Industries reflect a weak business position including a narrow scope of operations in nitrogen fertilizer, a cyclical, highly competitive, commodity business with margins susceptible to variable demand trends and input cost volatility. Partially offsetting these risks are Terra's position as a leading player in the U.S. nitrogen market, favorable demand prospects in the long term, and the company's adequate cash flow protection measures and liquidity, backed by a prudent financial policy. Terra produces mainly nitrogen fertilizer at facilities in the U.S. and Europe. The company also participates in an existing joint venture in Trinidad that benefits from low-cost natural gas with the potential to pursue a second joint venture nitrogen facility in the same country. Terra's proposed joint venture in Trinidad could potentially reduce the impact of natural gas price volatility on margins. If the company pursues the proposed venture, Standard & Poor's will factor into its rating the potential for a somewhat stronger business profile because of access to relatively low-cost natural gas at the facility. This would improve Terra's ability to weather future downturns and offset at least some of the potential negative impact to the financial profile. TIMKEN CO: To Invest $60 Million on Steel Rolling Mill Operations ----------------------------------------------------------------- The Timken Company will invest approximately $60 million in its steel rolling mill operations to increase the company's capability to produce differentiated steel products. The investment will enable Timken to competitively produce steel bars down to 1-inch diameter for use in power transmission and friction management applications for a variety of customers, including the rapidly growing automotive transplants. "We are making investments across our company to strengthen the differentiation of our technology and product portfolio," said James W. Griffith, Timken president and chief executive officer. "The expansion of our small-bar steel capabilities is part of our strategy of managing our company for value and taking advantage of strong market opportunities to improve our ability to create shareholder value throughout the economic cycle." Assisting with the technical aspects of the project will be Daido Steel Co. Ltd., a Japanese producer that has an outstanding reputation for manufacturing special quality small-bar steel and serving demanding customers, including Nissan Motor Co. Ltd., Honda Motor Co. Ltd. and Toyota Motor Corp. Daido and Timken also intend to explore other possible areas of collaboration in connection with the manufacture and supply of steel and steel-related products and services. "We recognize Timken as a company with a long history of steelmaking experience and sophisticated technical performance," said Masatoshi Ozawa, president and chief executive officer of Daido Steel. "The collaboration with Timken will bring us the best solution to meet Japanese customers' expectation of success in transplant projects of special bar-quality steel in the United States. Building on this initiative, we also will be exploring other areas of possible collaboration." The project will enable Timken to meet demanding requirements for special bar-quality steel from a wide range of customers in the bearing, industrial, energy, distribution and automotive segments, as well as Timken's automotive and industrial groups. Currently, some of this material is not readily available in the United States. "We welcome this opportunity to work with Daido. They have an impressive reputation for manufacturing high-performance products and for providing customer service," said Salvatore J. Miraglia, Jr., president of Timken's Steel Group. "We have already made investments to expand our large-bar capabilities to an industry- leading 15-inch outer diameter. With the new small-bar project, we will be extending our capabilities down to one-inch diameter, giving us an unmatched size range of alloy steel bar products in North America." A 76,000-square-foot addition will be built at the Harrison Steel Plant in Canton. The project will include expanded rolling, finishing and inspection capabilities. Construction is expected to begin in mid-June, with completion expected in mid-2008. Once complete, Timken expects to add approximately 30 new positions to operate the small-bar mill. About Daido Steel Co. Ltd. Headquartered in Nagoya, Japan, Daido Steel Co. Ltd. (TOKYO:DADSF) manufactures specialty steel products and components for automobiles as well as industrial and electrical machinery. Founded in 1916, Daido markets a broad range of specialty steel products to companies such as Nissan Motor and Honda Motor. Daido operates an international network with locations in North America, China, South Korea, Singapore, Malaysia, Taiwan, Indonesia, the Philippines and Thailand. About The Timken Company Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR) -- http://www.timken.com/-- manufactures highly engineered bearings and alloy steels. It also provides related components and services such as bearing refurbishment for the aerospace, medical, industrial, and railroad industries. The Company has operations in 27 countries and employs 27,000 employees. * * * As reported in the Troubled Company Reporter on Oct. 30, 2006, Moody's Investors Service confirmed The Timken Company's Ba1 Corporate Family Rating and the Ba1 rating on the company's $300 Million Unsecured Medium Term Notes Series A due 2028. TOWER AUTOMOTIVE: Wants Stay Lifted in Delphi's Case to Start Suit ------------------------------------------------------------------ Tower Automotive Inc. and its debtor affiliates ask the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to lift the automatic stay to permit them to commence an adversary proceeding against Delphi Corp. and its debtor affiliates in order to recover the Transfers. In the alternative, the Tower Debtors ask Judge Drain to find that the filing of the Tower Claim satisfies and tolls the statute of limitations under Section 546(a) of the Bankruptcy Code. Tower Automotive Inc. filed Claim No. 15221 as an unliquidated claim against Delphi Automotive Systems LLC on July 31, 2006. The Tower Claim seeks to retrieve transfers made by Tower to DAS that are, or may be, avoidable as preferential transfers under Sections 547 and 550 of the Bankruptcy Code, Michael S. McElwee, Esq., at Varnum, Riddering, Schmidt & Howlett LLP, in Grand Rapids, Mich., informs the Court. Tower Automotive and its debtor affiliates filed for Chapter 11 protection in the United States Bankruptcy Court for the Southern District of New York on Feb. 2, 2005. The Delphi Debtors objected to the Tower Claim and asserted that based upon their books and records, no amounts are due and owing to the Tower Debtors. Mr. McElwee notes that the statute of limitations applicable to Tower's preferential transfer claims against the Delphi Debtors will expire on Feb. 2, 2007, absent the filing of an adversary proceeding to toll the statute. The Tower Debtors relate that they have sought the approval of streamlined procedures governing avoidance actions in their bankruptcy cases. Tower's Avoidance Action Procedures will provide the Tower Debtors with an additional 60 days to serve a summons and complaint and will provide both the Tower Debtors and the defendants to the avoidance actions with additional time to attempt to resolve the avoidance action without incurring further litigation costs, Mr. McElwee expounds. An avoidance action against the Delphi Debtors in the Tower Debtors' Chapter 11 cases can proceed, and be resolved, quickly and efficiently, Mr. McElwee asserts. Moreover, adjudication of the Tower Claim and the fixing of its claim against the Delphi Debtors in the Tower Chapter 11 cases will not interfere with the Delphi Debtors' Chapter 11 cases. An adversary proceeding will result in a liquidation of the Tower Claim in accordance with the Bankruptcy Code and the Bankruptcy Rules, Mr. McElwee avers. About Delphi Corp. Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represents the Official Committee of Unsecured Creditors. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. About Tower Automotive Headquartered in Grand Rapids, Michigan, Tower Automotive Inc. -- http://www.towerautomotive.com/-- is a global designer and producer of vehicle structural components and assemblies used by every major automotive original equipment manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo. Products include body structures and assemblies, lower vehicle frames and structures, chassis modules and systems, and suspension components. The Company and 25 of its debtor-affiliates filed voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-10601). James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent the Debtors in their restructuring efforts. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $787,948,000 in total assets and $1,306,949,000 in total debts. (Delphi Corporation Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). TOWER RECORDS: Committee Hires Keen Realty as Real Estate Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in MTS Inc. dba Tower Records and its debtor-affiliates' chapter 11 cases obtained permission from the U.S. Bankruptcy Court for the District of Delaware to retain Keen Realty LLC, as their special real estate consultant. As reported in the Troubled Company Reporter on Nov. 8, 2006, Keen Realty specifically is expected to provide analysis and valuation of the Debtors' 89 real property leases. Additionally, Keen Realty is expected to: a) provide the committee, by mail, with a desktop spreadsheet report analyzing and evaluating the value or liability associated with the Debtors leases, including a summary of the basis for value and liability set forth in the report and certain owned properties if designated in writing by the committee; and b) present the report to the committee outlining its estimate as to the value or liability of each of the evaluation properties and of the portfolio as a whole by Oct. 3, 2006, 12:00 noon (PST). Keen's valuation shall be based upon analysis of the market, review of the lease documents and upon its exercise of its professional judgment. It is not anticipated that Keen will inspect any of the locations. Matthew Bordwin, principal and executive vice president, assures the Court that his firm does not hold any interest adverse to the Debtors, its estate or creditors. Mr. Bordwin can be reached at: Matthew Bordwin Keen Realty LLC 60 Cutter Mill Road, Suite 214 Great Neck, NY 11021 Phone: 516-482-2700 Fax: 516-482-5764 http://www.keenconsultants.com/ Headquartered in West Sacramento, California, MTS, Inc., dba Tower Records -- http://www.towerrecords.com/-- is a retailer of music in the U.S., with nearly 100 company-owned music, book, and video stores. The company and its affiliates previously filed for chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case No. 04-10394). The Court confirmed the Debtors' plan on March 15, 2004. The company and seven of its affiliates filed their second voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del. Case Nos. 06-10886 through 06-10893). Richards, Layton & Finger, P.A. and O'Melveny & Myers LLP represent the Debtors. The Official Committee of Unsecured Creditors is represented by McGuirewoods LLP and Cozen O'Connor. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. The Debtors' exclusive period to file a chapter 11 plan expires on Dec. 18, 2006. TRAINER WORTHAM: Moody's Junks Rating on $10 Mil. Class A-3L Notes ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings on these classes of notes issued by Trainer Wortham First Republic CBO II Ltd., a collateralized debt obligation lender: (1) The $295,000,000 Class A-1L Floating Rate Notes Due April 2037 -- Prior Rating: Aaa and on watch for possible downgrade -- Current Rating: Aa2 (2) The $23,000,000 Class A-2L Floating Rate Notes Due April 2037 -- Prior Rating: Baa2 and on watch for possible downgrade -- Current Rating: Baa3 (3) The $10,000,000 Class A-3L Floating Rate Notes Due April 2037 -- Prior Rating: Caa2 and on watch for possible downgrade Current Rating: Ca Moody's noted that the rating action reflects a deterioration in the credit quality of the transaction's underlying collateral portfolio, consisting primarily of commerical mortgage-backed securities, manufactured housing securities, and residential mortgage-backed securities. The transaction is failing several of its collateral quality tests, such as the Weighted Average Rating Test, the Weighted Average Coupon Test, the Class A Overcollateralization Test, the Class B Overcollateralization Test, and the Interest Coverage Ratio. The portfolio also has 14.38% of assets that are rated Ba1 and below, which exceeds the covenanted level of 5%. U.S. DRY: Inks Merger Agreement with Cleaners Club -------------------------------------------------- U.S. Dry Cleaning Corporation disclosed that on Dec. 21, 2006, it entered into an Agreement and Plan of Merger with Cleaners Club Acquisition Sub, Inc., a wholly-owned subsidiary of U.S. Dry Cleaning, Cleaners Club, Inc., and Riaz Chauthani, an individual and the sole shareholder of Cleaners Club. The Merger Agreement contemplates that, subject to the terms and conditions of the Merger Agreement, Cleaners Club will be merged with and into Cleaners Club Acquisition, with Cleaners Club Acquisition continuing after the merger as the surviving corporation. Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock of Cleaners Club will be automatically converted into common stock of the company in an amount equal to the exchange ratio of 0.00128 such that the company will issue an aggregate of 780,000 shares of common stock as consideration for the merger. The Board of Directors of the company, Cleaners Club Acquisition and Cleaners Club have unanimously approved the Merger Agreement and the parties have made customary representations, warranties and covenants in the Merger Agreement for a transaction of this type. Cleaners Club covenants include, among others, that: (i) Cleaners Club will conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the effective time of the Merger, (ii) Cleaners Club will not engage in certain types of transactions during such interim period, (iii) Cleaners Club will not solicit proposals relating to alternative business combination transactions, and (iv) Cleaners Club will not enter into discussions concerning or provide confidential information in connection with any proposals for alternative business combination transactions. Completion of the Merger is subject to customary closing conditions, including, among other things: (i) adoption of the Merger Agreement by the sole shareholder of Cleaners Club, (ii) absence of any order or injunction prohibiting the consummation of the Merger; (iii) the accuracy of the representations and warranties of each party; and (iv) compliance of each party with its covenants. The Merger Agreement also contains certain termination rights for both the company and Cleaners Club. In addition, the Merger Agreement contemplates that the company will provide the sole shareholder of Cleaners Club with "piggyback" registration rights to be set forth in a separate registration rights agreement in respect of the shares to be issued in the merger. A full-text copy of the Agreement and Plan of Merger By and Among U.S. Dry Cleaning Corporation, Cleaners Club, Inc., Cleaners Club Acquisition Sub, Inc., and Riaz Chauthani dated December 21, 2006, is available for free at http://ResearchArchives.com/t/s?1915 About US Dry Cleaning U.S. Dry Cleaning Corp. was formed on July 19, 2005 and on Dec. 30, 2005 completed a reverse merger with a public shell company. On Aug. 8, 2005, the company purchased 100% of the outstanding common stock of Steam Press Holdings, Inc. and on Aug. 9, 2005, the company purchased 100% of the membership units in Coachella Valley Retail, LLC in stock-for-stock type transactions. Steam Press owns 100% of Enivel, Inc. which does business as Young Laundry & Dry Cleaning in Honolulu, Hawaii. Young Laundry was founded in 1902 and operates thirteen retail laundry and dry cleaning stores, in addition to providing hotel and other commercial laundry and dry cleaning services. Coachella Valley Retail was founded in 2004 and operates five retail laundry and dry cleaning stores under several names in the Palm Springs, California area. Going Concern Doubt Squar, Milner, Miranda & Williamson, LLP, expressed substantial doubt about US Dry Cleaning Corporation's ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Sept. 30, 2006. The auditing firm pointed to the company's recurring losses from operations and accumulated deficit of approximately $6.9 million at Sept. 30, 2006. U.S. DRY: Sells 15.7 Units to 11 Accredited Investors ----------------------------------------------------- U.S. Dry Cleaning Corporation, disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that on Dec. 26, 2006, it sold to 11 accredited investors an aggregate of 15.7 units, each unit consisting of a Series A Convertible Debenture, plus 16,666 shares of the company's common stock for each $130,000 of the principal amount of the debenture. The units were sold pursuant to subscription agreements. The aggregate principal balance of all Series A Convertible Debentures is $2,041,000 and the total number of shares of common stock issued was 261,656. The debentures were sold with a built in 30% rate of return. For each $100,000 paid to the company, we owe $130,000 in principal. We received net proceeds of $1,570,000 from the sale of the debentures and common stock. The debentures mature in one year from the date issued at no interest. The principal amount of the debentures may be converted into our common stock at a conversion rate of $3.00 per share. The principal amount of the debentures are secured by all of our assets and those of our operating subsidiaries, including an assignment of our leasehold interests in our retail facilities. Pursuant to a registration rights agreement we entered into with the investors, we are obligated to register or to file a registration statement for resale of all of the common stock issued in the transaction and all of the common stock that may be issued upon conversion of the debentures, within 270 days from closing. No broker or underwriting fees or commissions were paid in connection with the offer and sale. The offer and sale of the debentures and common stock were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission. About US Dry Cleaning U.S. Dry Cleaning Corp. was formed on July 19, 2005 and on Dec. 30, 2005 completed a reverse merger with a public shell company. On Aug. 8, 2005, the company purchased 100% of the outstanding common stock of Steam Press Holdings, Inc. and on Aug. 9, 2005, the company purchased 100% of the membership units in Coachella Valley Retail, LLC in stock-for-stock type transactions. Steam Press owns 100% of Enivel, Inc. which does business as Young Laundry & Dry Cleaning in Honolulu, Hawaii. Young Laundry was founded in 1902 and operates thirteen retail laundry and dry cleaning stores, in addition to providing hotel and other commercial laundry and dry cleaning services. Coachella Valley Retail was founded in 2004 and operates five retail laundry and dry cleaning stores under several names in the Palm Springs, California area. Going Concern Doubt Squar, Milner, Miranda & Williamson, LLP, expressed substantial doubt about US Dry Cleaning Corporation's ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Sept. 30, 2006. The auditing firm pointed to the company's recurring losses from operations and accumulated deficit of approximately $6.9 million at Sept. 30, 2006. UGS CORP: Siemens Deal May Prompt Moody's Ratings Withdrawal ------------------------------------------------------------ UGS Corporation reported on Jan. 24, 2007 that an agreement has been reached between its private equity owners and Siemens AG to sell the company to Siemens for approximately $3.5 billion plus assumption of outstanding UGS debt. Moody's will withdraw the Ba2 secured bank debt and B3 subordinated bond ratings of UGS if they are taken out. However, should the bonds be left in place Moody's anticipates that there would be positive ratings pressure due to the credit strength of Siemens. UGS Corp., headquartered in Plano, Texas, is a provider of product lifecycle management software. For the twelve months ended Sept. 30, 2006 revenues were approximately $1.2 billion. UGS CORP: Siemens Deal Cues S&P's Positive CreditWatch ------------------------------------------------------ Standard & Poor's Ratings Services placed its 'B+' corporate credit rating and 'B-' subordinated debt rating for UGS Corp. on CreditWatch with positive implications. The CreditWatch placement comes after the report that Siemens AG would acquire UGS from its current owners, Bain Capital, Silver Lake Partners, and Warburg Pincus, for $3.5 billion, including the assumption of UGS's existing debt. The acquisition remains subject to governmental approval. "Concurrent with the transaction's closing, the corporate credit rating on UGS will be withdrawn, and the rating on its $850 million of subordinated debt will be raised to Siemens' subordinated debt level," noted Standard & Poor's credit analyst Stephanie Crane Mergenthaler. The ratings on UGS's secured debt were not placed on CreditWatch, as the term loan and any amounts outstanding under the revolving credit agreement are expected to be repaid. Plano, Texas-based UGS provides product lifecycle management software and services, which are expected to integrate smoothly with Siemens' existing industrial automation products. UNIVERSITY HEIGHTS: Wants Plan-Filing Period Extended to July 11 ---------------------------------------------------------------- University Heights Association Inc. asks the U.S. Bankruptcy Court for the Northern District of New York to extend until July 11, 2007, the period within which it can exclusively file a chapter 11 plan of reorganization. The Debtor also wants the period to solicit acceptances of that plan extended to Aug. 8, 2007. The Debtor's exclusive period to file a chapter 11 plan currently expires on Feb. 9, 2007. For the last two months, the Debtor has been devoted in responding to Silverman Foundation's request to dismiss the case. The motion was denied on Jan. 10, 2007. In addition, the Debtor made other actions which will be necessary to any plan of reorganization, which includes the Debtor's request to assume Charitable Leadership Foundation property lease. In addition, the Debtor anticipates in accepting Albany College of Pharmacy's offer to buy certain property lease. According to the Debtor, it plans to sell parcels of property to raise the cash necessary for a plan of reorganization. The extension will give the Debtor adequate time to negotiate and proposed a consensual chapter 11 plan of reorganization. Headquartered in Albany, New York, University Heights Association Inc. -- http://www.universityheights.org/-- is composed of four educational institutions that aim to enhance the economic vitality and quality of life of its immediate community. The company filed for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case No. 06-10226). Judge Littlefield dismissed the Debtor's chapter 11 case due to bad faith filing. On Oct. 12, 2006, the Debtor filed a chapter 22 petition (Bankr. N.D.N.Y. Case No. 06-12672). Francis J. Smith, Esq., at McNamee, Lochner, Titus & Williams, PC, represents the Debtor in its second chapter 11 bankruptcy proceeding. No Official Committee of Unsecured Creditors has been appointed in the Debtor's chapter 11 case. When the Debtor filed its second bankruptcy, it estimated assets and liabilities between $10 million and $50 million. USA COMMERCIAL: Court Confirms Amended Joint Chapter 11 Plan ------------------------------------------------------------ The Honorable Linda B. Riegle of the U.S. Bankruptcy Court for the District of Nevada confirmed USA Commercial Mortgage Company and its debtor-affiliates' Amended Joint Chapter 11 Plan of Reorganization. Judge Riegle determined that the Debtor's Joint Plan satisfies the standards for confirmation under Section 1129(a) of the Bankruptcy Code. Overview of the Joint Plan The Debtors' Joint Plan contemplates the liquidation each of the Debtor's estate and the distribution of the liquidation proceeds to each of their creditors and equity interest holders. The Joint Plan effectuates a sale of substantially all of USA Capital First Trust Deed Fund, LLC's assets and USA Commercial Mortgage Company's loan servicing assets and business, puts in place a mechanism for maximizing the recovery on other assets and claims held by the Debtors, including the funding and pursuit of litigation against non-Debtor insiders and pre-petition professionals. The Joint Plan also provides for the ongoing servicing and collection of the loans of direct lenders, provides for the recovery of the Prepaid Interest as property of the estate, and provides for an equitable distribution of the proceeds of the Debtors' assets to creditors and fund members. Treatment of Claims Under the Debtors' Plan, each holder of an Allowed Secured Claim will receive, at the option of the relevant Debtor, in full satisfaction, settlement, release and discharge of and in exchange for their claim, either: a) cash from the Distribution Account of the relevant Debtor equal to the present value of the unpaid portion of their secured claim; b) the return of the collateral securing the allowed secured claim; or c) any other treatment agreed upon by the relevant Debtor and secured claim holder. Holders of Allowed General Unsecured Claim in will receive their Pro Rata share of all cash available for distribution, at the sole discretion of USACM or the USACM Estate Administrator, from the USACM Distribution Account up to the full amount of the claim after payment of USACM's Liquidation Expenses, Allowed Secured Claims, Allowed Administrative Expense Claims, Allowed Priority Tax Claims, and Allowed Priority Non-Tax Claims in accordance with the Plan and the provisions of the Bankruptcy Code. A full-text copy of the debtors' disclosure statement is available for free at: http://www.researcharchives.com/bin/download?id=070128215623 About USA Commercial Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba USA Capital -- http://www.usacapitalcorp.com/-- provides more than $1 billion in short-term and permanent financing to homebuilders, commercial developers, apartment owners and institutions nationwide. The Company and its debtor-affiliates filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev. Case Nos. 06-10725 to 06-10729). Lenard E. Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, and Annette W. Jarvis, Esq., at Ray Quinney & Nebeker, P.C., represent the Debtors in their restructuring efforts. Thomas J. Allison, a senior managing director at Mesirow Financial Interim Management LLC, has been employed as Chief Restructuring Officer for the Debtors. Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca LLP represent the Official Committee of Unsecured Creditors of USA Commercial Mortgage Company. Edward M. Burr at Sierra Consulting Group, LLC, gives financial advice to the Creditors Committee of USA Mortgage. Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick, Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M. Loraditch, Esq., at Beckley Singleton, Chartered, represent the Official Committee of Equity Security Holders of USA Capital Diversified Trust Deed Fund, LLC. FTI Consulting, Inc., gives financial advice to the Equity Committee of USA Diversified. Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea & Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola, Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC, represent the Official Committee of Equity Security Holders of USA Capital First Trust Deed Fund, LLC. Matthew A. Kvarda, at Alvarez & Marsal, LLC, gives financial advise to the Equity Committee of USA First. When the Debtors filed for protection from their creditors, they estimated assets of more than $100 million and debts between $10 million and $50 million. VIA VENETO: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Via Veneto LLC 3360 Magnolia Avenue Suite 100 Long Beach, CA 90806 Bankruptcy Case No.: 07-10304 Chapter 11 Petition Date: January 22, 2007 Court: Central District Of California (Riverside) Judge: Meredith A. Jury Debtor's Counsel: Robert P. Goe, Esq. Goe & Forsythe, LLP 660 Newport Center Drive, Suite 320 Newport Beach, CA 92660 Tel: (949) 467-3780 Estimated Assets: $10 Million to $50 Million Estimated Debts: $1 Million to $10 Million The Debtor discloses that it has yet to determine its 20 Largest Unsecured Creditors as of its bankruptcy filing. VISKASE COS: S&P Holds CCC Credit Rating and Removes Neg. Watch --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'CCC' corporate credit rating on Viskase Cos. Inc. and removed the rating from CreditWatch with negative implications where it was placed on Feb. 1, 2006. All other ratings were also affirmed and removed from CreditWatch. The outlook is negative. Darien, Illinois-based Viskase had approximately $124 million of total debt outstanding at Sept. 30, 2006. "The ratings affirmation follows the recent completion of the company's $24 million preferred equity offering. Viskase used proceeds to repay $14 million of revolving credit facility borrowings outstanding, alleviating liquidity pressures in the immediate term," said Standard & Poor's credit analyst Robyn Shapiro. "However, the company's ability to improve weak earnings to a level sufficient to meet its heavy interest burden in the next 12 months is critical at the current ratings. In addition, seasonal working capital needs and capital spending could pressure liquidity in the near term if business results fail to improve." The ratings on Viskase reflect its vulnerable business risk profile as a global producer in the highly competitive casings niche within the packaging industry, and narrow scope of operations. The ratings also take into account the company's highly leveraged financial risk profile after emerging from Chapter 11 bankruptcy protection in April 2003. Partially offsetting factors include steady end markets and diversified customer relationships. With annual sales of about $200 million, Viskase is a global producer of nonedible cellulosic, fibrous, and plastic casings used to prepare and package processed meat products. The company's weak financial condition increases vulnerability to lower ratings and default if business conditions remain unchanged or worsen. Viskase's weak earnings and negative cash flow over the past year call into question its ability to meet its heavy interest burden in the next 12 months. The ratings could be lowered in the near term if Viskase does not generate positive cash flow, diminishing liquidity further. However, if the company maintains sufficient liquidity and credit measures and operating results begin to strengthen, Standard & Poor's could revise the outlook to stable. WILLIAM SIGMAN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: William H. Sigman, III 1635 Reflection Trail Powder Springs, GA 30127 Bankruptcy Case No.: 07-60881 Type of Business: The Debtor is the 100% shareholder of Sigman & Sigman Gutters, Inc. which filed for chapter 11 protection on Jan. 18, 2007 (Bankr. N.D. Ga. Case No. 07-60829) Chapter 11 Petition Date: January 19, 2007 Court: Northern District of Georgia (Atlanta) Judge: C. Ray Mullins Debtor's Counsel: Charles C. Black, Esq. Bannister & Black 231 Maxham Road, Suite 100 Austell, GA 30168 Tel: (770) 944-3032 Estimated Assets: Less than $10,000 Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Community Bank of the South 1471 and 1471 Dale $985,546 3016 Atlanta Road Court - DUC Inc. Smyrna, GA 30080 ABN AMRO Mortgage Group, Location: 1635 $449,298 Inc. Reflection Trail, 2600 West Big Beaver Road Powder Springs, GA Troy, MI 48084 Security Exchange Bank 4031B and 4031C $438,807 833 South Cobb Drive Fambrough Drive Marietta, GA 30060 Washington Mutual 74 Mtn Place, $234,673 Powder Springs Community Bank of the South Secured by $125,557 equipment - DUC Inc. Carl Sigman Loan $100,000 Metropolitan National Bank 300 Glory Road, $97,384 Branson, MO Sun Trust Mortgage 3060 Westview $81,500 Drive, Powder Springs AMEX SkyMiles Sigman Credit card $48,000 purchases Bank of America Credit card $32,644 purchases David Johnson Loan $27,462 Chase Bank (Loan) Truck $16,863 AMEX Platinum Delta SkyMiles Credit card $11,418 Business purchases Gutter Topper, Ltd. Contract Claim $10,557 AMEX Business Green Rewards Credit card $5,465 purchases AMEX Platinum Delta SkyMiles Credit card $4,134 Business purchases AMEX Starwood Preferred Guest Credit card $1,390 purchases Discover Gold Card Credit card $1,200 purchases Citi Platinum Simplicity Card Credit card $1,130 purchases Chase Bank Credit card $949 purchases WINTHROP HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Winthrop Healthcare Investors, L.P. 925 North Point Parkway, Suite 440 Alpharetta, GA 30005 Bankruptcy Case No.: 07-61115 Chapter 11 Petition Date: January 25, 2007 Court: Northern District of Georgia (Atlanta) Judge: C. Ray Mullins Debtor's Counsel: John K. Rezac, Esq. John K. Rezac, PC The Oglethorpe Building Suite 181, 2971 Flowers Road South Atlanta, GA 30341 Tel: (770) 455-3660 Ext. 16 Fax: (770) 455-3990 Total Assets: $3,359,980 Total Debts: $3,285,813 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Altacare Corporation Management fee $260,223 925 Northpoint Parkway Suite 440 Alpharetta, GA 3005 Interstate Restoration Group Facility $127,471 Inc. improvements 5700 Stratum Drive Ft. Worth, TX 76137-2725 North Shore Pharmacy Services Pharmacy $100,000 P.O. Box 414588 Boston, MA 02241-4588 Jackson Allied Staffing, LLC Staffing agency $50,025 HP Ancillaries, Inc. Supplies $46,300 National Grid Supplies $25,823 MedLine Industries Inc. Supplies $25,232 Long Term Health Services Various $18,008 Hess Corporation Supplies $16,655 Sysco Food Services Food $15,570 Select Energy Electric $14,914 Blue Cross Blue Shield of GA Employee medical $13,573 Diagnostic Laboratory Med, Lab $10,011 Inc. Elge Plumbing & Heating Co., HVAC work $9,932 Inc. Tender Care Health Services Staffing agency $9,603 Estate of Mary Donahue Resident refund $8,644 Alternative Care Providers, Staffing agency $8,643 Inc. KCI USA, Inc. Supplies $7,702 Direct Supply Inc. Supplies $7,488 Arcadia Health Care Staffing agency $6,991 * Cohen & Grigsby Hires Lisa Hofbauer as Estates Group Associate ---------------------------------------------------------------- Lisa Hofbauer Lipman joins Cohen & Grigsby's Naples, Florida office as an associate in the Estates and Trusts Group. She focuses her practice in the areas of estate planning, estate administration, and the representation of fiduciaries in matters involving estates, trusts and private foundations. She received her J.D. from Boston College Law School in 2005, M.S. from Northwestern University in 1995 and her B.A. from Union College in 1993. She is admitted to practice in Florida, Massachusetts and South Carolina. Prior to joining Cohen & Grigsby, Ms. Lipman was an associate at the Boston office of Choate, Hall & Stewart LLP. She resides in Naples. Cohen & Grigsby -- http://www.cohenlaw.com/-- offers legal services to private and publicly held businesses, nonprofits, multinational corporations, individuals and emerging companies. It has experience in bankruptcy, business, tax, employee benefits, estates, trusts, immigration, intellectual property, international business, litigation, labor and employment, and real estate. The firm is headquartered in Pittsburgh, Pennsylvania and has offices in Bonita Springs, Florida and Naples, Florida. * MorrisAnderson Promotes Larry Hennessy to Principal ----------------------------------------------------- Larry Hennessy has been promoted to Principal and equity owner of MorrisAnderson & Associates, Ltd., in Chicago, Illinois. Mr. Hennessy, who has been with MorrisAnderson since 1999, is based in St. Louis and works primarily with referral sources and clients in St. Louis and Kansas City. "We are excited to welcome Larry to a senior leadership position in MorrisAnderson," says Dan Dooley, Principal and Chief Operating Officer. "He has significantly expanded our market presence in St. Louis and Kansas City, and created our highly successful Executive Mentoring service. He is a superb consultant and project manager, and we will rely on his leadership to achieve even greater accomplishments in his new position. I look forward to working closely with him as we continue to build MorrisAnderson's capabilities and strength." Mr. Hennessy specializes in business turnarounds, crisis management and financial analysis for family- and investor-owned middle-market businesses, with an emphasis on cost reduction, cash management and profit improvement. He has served as Chief Restructuring Officer and interim CFO on various assignments and has been involved in consulting assignments for companies with annual sales of $15 million to $200 million, including financial advisory, turnarounds, bankruptcy, and sales of divisions and companies. Prior to joining MorrisAnderson, Mr. Hennessy served as CFO for six privately held manufacturing companies in printing, direct mail, food manufacturing, plastic injection molding and wire- display manufacturing. He also spent six years in financial operations analysis at International Harvester. Mr. Hennessy, a CPA, holds a bachelor's degree in accounting and an MBA from Southern Illinois University. He is a Certified Turnaround Professional. "Larry is the first of several senior consultants at MorrisAnderson who we expect will advance to Principal and equity owner status in the months and years ahead," Mr. Dooley notes. About MorrisAnderson Chicago-based MorrisAnderson has offices in New York, Atlanta, Milwaukee, Delaware, Los Angeles, Cleveland and Nashville. The firm's eight service offerings include performance improvement, financial advisory, turnarounds and workouts, investment banking, interim management, lender services, information technology services, and insolvency services and wind-downs. MorrisAnderson emphasizes hands-on involvement for companies with $20 million to $250 million in annual sales. Now celebrating its 26th anniversary, the firm recently merged with Centre Health Partners, a management consulting firm specializing in financial and operational performance improvement services for the health-care industry. MorrisAnderson's new health-care division is in Nashville, Tennessee. * Litigation Solution Launches New Legal Notification Services -------------------------------------------------------------- Litigation Solution Inc., a regional leader in litigation support services and Bankruptcy mailing services has launched Bankruptcymailouts.com, a web portal for bankruptcy and legal mailing fulfillment services. Bankruptcy attorneys, corporate council and shareholder groups can now easily upload legal notices for printing and mailing via the U.S. Postal Service with a certificate of fulfillment from Litigation Solution Inc. Litigation Solution Inc. currently provides bankruptcy and shareholder notification services for Fortune 500 companies mailing millions of notices per client on large bankruptcy cases involving privately held and publicly traded companies. Bankruptcy attorneys, corporate council and shareholder groups can now upload, via a secure server, a master document and mailing list file and then make a selection of print options to have notices printed, stuffed in envelopes, and mailed via the U.S. Postal Service many times in the same day in quantities in the tens of thousands. LSI can also provide Coding Accuracy Support System and National Change of Address processing and also provides a certification report of addressees mailed to. All notices processed by Litigation Solution Inc. are printed and stuffed in a secure facility. Litigation Solution Inc. is a full service litigation support company offering a full range of services to the legal and corporate legal departments, with highly trained and experienced personnel. Their ability to automate the mail out process and the use of technology has given them the ability to produce large mail outs timely at a fraction of the traditional cost. "We are excited to have automated our processes and implemented this secure portal enabling us to serve both our existing customers and expand nationally," said Terry Vaughan, CEO of Litigation Solution Inc., owner of Bankruptcymailouts.com. "The simplistic interface, one stop solution and competitive prices are compelling for both small and large mailings." About Litigation Solution Inc. Based in Dallas, Texas and New York City, Litigation Solution Inc. -- http://www.LSILegal.com/-- provides litigation support services including computer forensics, electronic discovery, document imaging, and trial support services including; audio visual services and graphics services for law firms and corporate legal departments. As one of the few companies with Licensed Private Investigators and Certified Forensic Computer Examiners on staff, Litigation Solution is fully compliant with the Texas laws for computer evidence collection and provides expert witness services for forensic matters. The firm was founded in 1994 to provide copy and administrative services to law firms and corporate legal departments. * BOND PRICING: For the week of January 22 - January 26, 2006 ------------------------------------------------------------- Issuer Coupon Maturity Price ------ ------ -------- ----- Acme Metals Inc 10.875% 12/15/07 0 Adelphia Comm. 3.250% 05/01/21 0 Adelphia Comm. 6.000% 02/15/06 0 Aetna Industries 11.875% 10/01/06 11 AHI-DFLT07/05 8.625% 10/01/07 72 Allegiance Tel. 11.750% 02/15/08 45 Allegiance Tel. 12.875% 05/15/08 46 Amer & Forgn Pwr 5.000% 03/01/30 66 Amer Color Graph 10.000% 06/15/10 75 Amer Tissue Inc 12.500% 07/15/06 1 Antigenics 5.250% 02/01/25 64 Anvil Knitwear 10.875% 03/15/07 72 Archibald Candy 10.000% 11/01/07 0 At Home Corp 0.525% 12/28/18 1 At Home Corp 4.750% 12/15/06 1 Autocam Corp. 10.875% 06/15/14 28 Bank New England 8.750% 04/01/99 8 Bank New England 9.500% 02/15/96 17 Bank New England 9.875% 09/15/99 7 Better Minerals 13.000% 09/15/09 75 Burlington North 3.200% 01/01/45 57 Calpine Corp 4.000% 12/26/06 64 Cell Therapeutic 5.750% 06/15/08 69 Cell Therapeutic 5.750% 06/15/08 74 CHS Electronics 9.875% 04/15/05 2 Clark Material 10.750% 11/15/06 0 Collins & Aikman 10.750% 12/31/11 4 Color Tile Inc 10.750% 12/15/01 0 Comcast Corp 2.000% 10/15/29 41 Conseco Inc 8.500% 10/15/02 0 Dal-Dflt09/05 9.000% 05/15/16 69 Dana Corp 5.850% 01/15/15 71 Dana Corp 7.000% 03/01/29 73 Dana Corp 7.000% 03/15/28 72 Dana Corp 9.000% 08/15/11 73 Dana Corp 10.125% 03/15/10 74 Decode Genetics 3.500% 04/15/11 71 Delco Remy Intl 9.375% 04/15/12 38 Delco Remy Intl 11.000% 05/01/09 42 Delta Air Lines 2.875% 02/18/24 66 Delta Air Lines 7.700% 12/15/05 71 Delta Air Lines 7.900% 12/15/09 69 Delta Air Lines 8.000% 06/03/23 68 Delta Air Lines 8.300% 12/15/29 69 Delta Air Lines 9.250% 03/15/22 68 Delta Air Lines 9.250% 12/27/07 67 Delta Air Lines 9.750% 05/15/21 67 Delta Air Lines 10.000% 08/15/08 73 Delta Air Lines 10.125% 05/15/10 70 Delta Air Lines 10.375% 02/01/11 67 Delta Air Lines 10.375% 12/15/22 69 Delta Mills Inc 9.625% 09/01/07 14 Deutsche Bank NY 8.500% 11/15/16 70 Dov Pharmaceutic 2.500% 01/15/25 48 Dura Operating 8.625% 04/15/12 35 Dura Operating 9.000% 05/01/09 7 E.Spire Comm Inc 10.625% 07/01/08 0 E.Spire Comm Inc 12.750% 04/01/06 0 E.Spire Comm Inc 13.000% 11/01/05 0 E.Spire Comm Inc 13.750% 07/15/07 0 Eagle Food Center 11.000% 04/15/05 2 Encysive Pharmacy 2.500% 03/15/12 69 Exodus Comm Inc 10.750% 12/15/09 0 Exodus Comm Inc 11.250% 07/01/08 0 Exodus Comm Inc 11.625% 07/15/10 0 Falcon Products 11.375% 06/15/09 1 Family Golf Ctrs 5.750% 10/15/04 0 Fedders North AM 9.875% 03/01/14 72 Federal-Mogul Co. 7.500% 01/15/09 58 Federal-Mogul Co. 8.250% 03/03/05 67 Federal-Mogul Co. 8.330% 11/15/01 68 Federal-Mogul Co. 8.370% 11/15/01 63 Finova Group 7.500% 11/15/09 31 Ford Motor Co 6.625% 02/15/28 74 Ford Motor Co 7.700% 05/15/97 75 Global Health Sc 11.000% 05/01/08 4 Golden Books Pub 10.750% 12/31/04 0 Gulf Mobile Ohio 5.000% 12/01/56 75 Gulf States Stl 13.500% 04/15/03 0 HNG Internorth 9.625% 03/15/06 37 Home Prod Intl 9.625% 05/15/08 45 Insight Health 9.875% 11/01/11 29 Insilco Hldg Co 14.000% 08/15/08 0 Iridium LLC/CAP 10.875% 07/15/05 28 Iridium LLC/CAP 11.250% 07/15/05 31 Iridium LLC/CAP 13.000% 07/15/05 31 Iridium LLC/CAP 14.000% 07/15/05 30 IT Group Inc. 11.250% 04/01/09 0 JTS Corp 5.250% 04/29/02 0 Kaiser Aluminum 12.750% 02/01/03 13 Kellstrom Inds 5.750% 10/15/02 0 Key3Media Group 11.250% 06/15/11 0 Kmart Corp 8.990% 07/05/10 6 Kmart Corp 9.350% 01/02/20 12 Kmart Funding 8.800% 07/01/10 29 Kmart Funding 9.440% 07/01/18 15 Lehman Bros Hldg 10.000% 10/30/13 75 Liberty Media 3.750% 02/15/30 62 Liberty Media 4.000% 11/15/29 67 Lifecare Holding 9.250% 08/15/13 74 LTV Corp 8.200% 09/15/07 0 Macsaver Financl 7.400% 02/15/02 0 Macsaver Financl 7.875% 08/01/03 0 Merisant Co 9.500% 07/15/13 68 MRS Fields 9.000% 03/15/11 68 National Steel Corp 8.375% 08/01/06 0 National Steel Corp 9.875% 03/01/09 0 New Orl Grt N RR 5.000% 07/01/32 71 Northern Pacific RY 3.000% 01/01/47 55 Northern Pacific RY 3.000% 01/01/47 55 NorthPoint Comm 12.875% 02/15/10 0 Northwest Airlines 9.179% 04/01/10 31 Northwst Stl&Wir 9.500% 06/15/01 0 NTK Holdings Inc 10.750% 03/01/14 75 Nutritional Src 10.125% 08/01/09 63 Oakwood Homes 7.875% 03/01/04 11 Oakwood Homes 8.125% 03/01/09 6 Oscient Pharm 3.500% 04/15/11 70 Outboard Marine 7.000% 07/01/02 0 Outboard Marine 9.125% 04/15/17 6 Outboard Marine 10.750% 06/01/08 6 Overstock.com 3.750% 12/01/11 73 Pac-West-Tender 13.500% 02/01/09 33 Pegasus Satellite 12.375% 08/01/08 9 Pegasus Satellite 12.500% 08/01/07 9 Pegasus Satellite 13.500% 03/01/07 0 Phar-mor Inc 11.720% 09/11/02 0 Piedmont Aviat 10.250% 01/15/49 0 Piedmont Aviat 10.250% 01/15/49 8 Pixelworks Inc 1.750% 05/15/24 73 Pliant Corp 13.000% 07/15/10 54 Polaroid Corp 6.750% 01/15/02 0 Polaroid Corp 7.250% 01/15/07 0 Polaroid Corp 11.500% 02/15/06 0 Primus Telecom 3.750% 09/15/10 38 Primus Telecom 8.000% 01/15/14 61 Primus Telecom 12.750% 10/15/09 73 PSINET Inc 10.000% 02/15/05 0 PSINET Inc 10.500% 12/01/06 0 Radnor Holdings 11.000% 03/15/10 0 Railworks Corp 11.500% 04/15/09 1 Read-Rite Corp 6.500% 09/01/04 5 Renco Metals Inc 11.500% 07/01/03 0 RJ Tower Corp. 12.000% 06/01/13 9 S3 Inc 5.750% 10/01/03 0 Tom's Foods Inc 10.500% 11/01/04 9 Transtexas Gas 15.000% 03/15/05 0 Tribune Co 2.000% 05/15/29 71 United Air Lines 7.270% 01/30/13 56 United Air Lines 8.700% 10/07/08 43 United Air Lines 9.020% 04/19/12 58 United Air Lines 9.200% 03/22/08 54 United Air Lines 9.210% 01/21/17 9 United Air Lines 9.300% 03/22/08 49 United Air Lines 9.350% 04/07/16 35 United Air Lines 9.560% 10/19/18 58 United Air Lines 9.760% 12/31/49 4 United Air Lines 10.020% 03/22/14 54 United Air Lines 10.110% 02/19/49 52 United Air Lines 10.850% 02/19/15 52 United Homes Inc 11.000% 03/15/05 0 Universal Stand 8.250% 02/01/06 0 US Air Inc. 7.500% 04/15/08 0 US Air Inc. 10.250% 01/15/49 1 US Air Inc. 10.250% 01/15/49 6 US Air Inc. 10.300% 07/15/49 1 US Air Inc. 10.550% 01/15/49 0 US Air Inc. 10.750% 01/01/49 0 US Air Inc. 10.900% 01/01/49 0 US Air Inc. 10.900% 01/01/49 0 USAutos Trust 2.212% 03/03/11 8 Venture Holdings 11.000% 06/01/07 0 Venture Holdings 12.000% 06/01/09 0 Vesta Insurance Group 8.750% 07/15/25 6 Werner Holdings 10.000% 11/15/07 9 Westpoint Steven 7.875% 06/15/08 0 Wheeling-Pitt St 5.000% 08/01/11 75 Winstar Comm 14.000% 10/15/05 0 Winstar Comm Inc 12.750% 04/15/10 0 Xerox Corp 0.570% 04/21/18 42 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Jason A. Nieva, Melvin C. Tabao, Tara Marie A. Martin, and Peter A. Chapman, Editors. Copyright 2007. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***